Common use of Exercise of Option Clause in Contracts

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 6 contracts

Samples: Underwriting Agreement (Avinger Inc), Underwriting Agreement (Avinger Inc), Underwriting Agreement (Digital Ally Inc)

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Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, e-mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 6 contracts

Samples: Underwriting Agreement (Azitra, Inc.), Underwriting Agreement (Azitra Inc), Underwriting Agreement (MAIA Biotechnology, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by the Representative by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, Representative at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in on Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, Shares (except as otherwise agreed to such adjustments as by the Representative, in its sole discretion, shall determineUnderwriters).

Appears in 5 contracts

Samples: Underwriting Agreement (Fenbo Holdings LTD), Underwriting Agreement (Fenbo Holdings LTD), Underwriting Agreement (Fenbo Holdings LTD)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 5 contracts

Samples: Underwriting Agreement (FG Group Holdings Inc.), Underwriting Agreement (Strong Global Entertainment, Inc.), Underwriting Agreement (Strong Global Entertainment, Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 5 contracts

Samples: Underwriting Agreement (LMP Automotive Holdings, Inc.), Underwriting Agreement (LMP Automotive Holdings, Inc.), Underwriting Agreement (LMP Automotive Holdings, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the written notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 5 contracts

Samples: Underwriting Agreement (Cancer Genetics, Inc), Underwriting Agreement (Cancer Genetics, Inc), Underwriting Agreement (Cancer Genetics, Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by the Representative by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in on Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, Shares (except as otherwise agreed to such adjustments as by the Representative, in its sole discretion, shall determineUnderwriters).

Appears in 5 contracts

Samples: Underwriting Agreement (Wing Yip Food Holdings Group LTD), Underwriting Agreement (Wing Yip Food Holdings Group LTD), Underwriting Agreement (Wing Yip Food Holdings Group LTD)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)hereof. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 4 contracts

Samples: Underwriting Agreement (Venu Holding Corp), Underwriting Agreement (Red Cat Holdings, Inc.), Underwriting Agreement (Virios Therapeutics, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SharesSecurities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares Securities then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 4 contracts

Samples: Underwriting Agreement (Nova Minerals LTD), Underwriting Agreement (Permex Petroleum Corp), Underwriting Agreement (Altamira Therapeutics Ltd.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 4 contracts

Samples: Underwriting Agreement (AzurRx BioPharma, Inc.), Underwriting Agreement (AzurRx BioPharma, Inc.), Underwriting Agreement (Cancer Prevention Pharmaceuticals, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall will not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon in writing by the Company and the Representative, at the offices of Representative Counsel GEAB&P or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon in writing by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 4 contracts

Samples: Underwriting Agreement (Atomera Inc), Underwriting Agreement (Atomera Inc), Underwriting Agreement (Aqua Metals, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two the third (23rd) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 4 contracts

Samples: Underwriting Agreement (Vivakor, Inc.), Underwriting Agreement (Vivakor, Inc.), Underwriting Agreement (Virpax Pharmaceuticals, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days or less than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion proportion of the total number of Option Shares then being purchased as which the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 4 contracts

Samples: Underwriting Agreement (Timberline Resources Corp), Underwriting Agreement (Timberline Resources Corp), Underwriting Agreement (AspenBio Pharma, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 4 contracts

Samples: Underwriting Agreement (Genius Group LTD), Underwriting Agreement (Genius Group LTD), Underwriting Agreement (OKYO Pharma LTD)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the date of the Prospectus (as defined below)Closing Date. The Underwriters Underwriter shall not be under any obligation to purchase any the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral written notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, Shares subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of the Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 4 contracts

Samples: Underwriting Agreement (Nuvve Holding Corp.), Underwriting Agreement (Bynd Cannasoft Enterprises Inc.), Underwriting Agreement (GlucoTrack, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”)Securities, which shall will not be earlier later than two (2) full five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 4 contracts

Samples: Underwriting Agreement (RiceBran Technologies), Underwriting Agreement (RiceBran Technologies), Underwriting Agreement (Good Times Restaurants Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 4 contracts

Samples: Underwriting Agreement (Harbor Custom Development, Inc.), Underwriting Agreement (Harbor Custom Development, Inc.), Underwriting Agreement (MR2 Group, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 4 contracts

Samples: Underwriting Agreement (Presidio Property Trust, Inc.), Underwriting Agreement (Presidio Property Trust, Inc.), Underwriting Agreement (Opexa Therapeutics, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the date of the Prospectus (as defined below)this Agreement. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile email or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile email or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 4 contracts

Samples: Underwriting Agreement (Jupiter Wellness, Inc.), Underwriting Agreement (SRM Entertainment, Inc.), Underwriting Agreement (SRM Entertainment, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)this Agreement. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Cocrystal Pharma, Inc.), Underwriting Agreement (Opgen Inc), Underwriting Agreement (Cocrystal Pharma, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty five (45) days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Expion360 Inc.), Underwriting Agreement (Expion360 Inc.), Underwriting Agreement (Hillstream BioPharma Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the securities underlying the Option Shares Units within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares of such securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for the securities underlying the Option Shares (the “Option Closing Date”)Units, which shall will not be earlier later than two (2) full five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Units will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of securities underlying the Option Shares Units specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 3 contracts

Samples: Underwriting Agreement (Good Times Restaurants Inc), Underwriting Agreement (Good Times Restaurants Inc), Underwriting Agreement (Good Times Restaurants Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 30 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Cytosorbents Corp), Underwriting Agreement (Cytosorbents Corp), Underwriting Agreement (Cytosorbents Corp)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 thirty (30) days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Mobile Global Esports, Inc.), Underwriting Agreement (Mobile Global Esports, Inc.), Underwriting Agreement (Mobile Global Esports, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of of, and payment for for, the Option Shares (the “Option Closing Date”)Units, which shall will not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or and in such other electronic transmission) manner as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Units will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares Units specified in such notice and (ii) notice. If any Option Units are to be purchased each of the UnderwritersUnderwriter agrees, acting severally and not jointly, shall to purchase that same portion of the total number of Option Shares then being purchased as Units that bears the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears same proportion to the total number of Firm Shares, subject, Units set forth in each case, to Schedule A opposite the name of such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Seanergy Maritime Corp.), Underwriting Agreement (Seanergy Maritime Corp.), Underwriting Agreement (Seanergy Maritime Corp.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters Underwriter shall not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SharesSecurities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Shares Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall become obligated to purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth Securities specified in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 3 contracts

Samples: Underwriting Agreement (Inpixon), Underwriting Agreement (Inpixon), Underwriting Agreement (Inpixon)

Exercise of Option. The Over-allotment Underwriter Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the date of the Prospectus Effective Date (as defined below). The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Underwriter Option. The Over-allotment Underwriter Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Underwriter Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (AgileThought, Inc.), Underwriting Agreement (AgileThought, Inc.), Underwriting Agreement (AgileThought, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (High Roller Technologies, Inc.), Underwriting Agreement (High Roller Technologies, Inc.), Underwriting Agreement (Cortigent, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 thirty (30) days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Sacks Parente Golf, Inc.), Underwriting Agreement (SQL Technologies Corp.), Underwriting Agreement (SQL Technologies Corp.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 30 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters Underwriter shall not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (the “Option Closing Date”), which shall not be earlier later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SharesSecurities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Shares Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth Securities specified in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 3 contracts

Samples: Underwriting Agreement (Citius Pharmaceuticals, Inc.), Underwriting Agreement (Citius Pharmaceuticals, Inc.), Underwriting Agreement (Citius Pharmaceuticals, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (the “Option Closing Date”), which shall not be earlier later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SharesSecurities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares Securities then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Sun BioPharma, Inc.), Underwriting Agreement (Citius Pharmaceuticals, Inc.), Underwriting Agreement (Citius Pharmaceuticals, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 forty five (45) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, e-mail or facsimile or other electronic transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”)Units, which shall will not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or in such other electronic transmission) manner as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Units will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of issue and sell to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares Units specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 3 contracts

Samples: Underwriting Agreement (Global SPAC Partners Co,), Underwriting Agreement (Global SPAC Partners Co,), Underwriting Agreement (Global SPAC Partners Co,)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SharesSecurities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares Securities then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Flora Growth Corp.), Underwriting Agreement (InspireMD, Inc.), Underwriting Agreement (InspireMD, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 30 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Evoke Pharma Inc), Underwriting Agreement (Evoke Pharma Inc), Underwriting Agreement (Opexa Therapeutics, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 forty-five (45) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares Units prior to the exercise of the Over-Over- allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, facsimile transmission or e-mail or facsimile or other electronic transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”)Units, which shall will not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or in such other electronic transmission) manner as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Units will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares Units specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 3 contracts

Samples: Underwriting Agreement (Monterey Bio Acquisition Corp), Underwriting Agreement (Monterey Bio Acquisition Corp), Underwriting Agreement (Monterey Bio Acquisition Corp)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters Representatives shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Microlin Bio, Inc.), Underwriting Agreement (Microlin Bio, Inc.), Underwriting Agreement (Microlin Bio, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile e-mail or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile e-mail or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Flewber Global Inc.), Underwriting Agreement (Flewber Global Inc.), Underwriting Agreement (Flewber Global Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1.2 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase by way of subscription any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral written notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of the Option Shares to be purchased by way of subscription and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmissiontransmissions) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does do not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, Shares subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell issue to the Underwriters the number of the Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase by way of subscription that same portion of the total number of the Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (RoyaLand Co Ltd.), Underwriting Agreement (RoyaLand Co Ltd.), Underwriting Agreement (Brera Holdings PLC)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Rectitude Holdings Ltd.), Underwriting Agreement (Rectitude Holdings Ltd.), Underwriting Agreement (Rectitude Holdings Ltd.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall will not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Loeb & Loeb LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Funtalk China Holdings LTD), Underwriting Agreement (Cavico Corp)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission (including email) setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmissiontransmission (including email)) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Sushi Ginza Onodera, Inc.), Underwriting Agreement (Sushi Ginza Onodera, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two the third (23rd) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (1847 Holdings LLC), Underwriting Agreement (1847 Holdings LLC)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, electronic mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares therefor (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel counsel to the Underwriters or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and, subject to the terms and (ii) each of conditions set forth herein, the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth specified in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Pineapple Financial Inc.), Underwriting Agreement (Pineapple Financial Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1.1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 forty-five (45) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail mail, electronic mail, or facsimile or other electronic transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”)Units, which shall will not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Units will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares Units specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Regenerx Biopharmaceuticals Inc), Underwriting Agreement (Regenerx Biopharmaceuticals Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall will not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Counsel Underwriter’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriter, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriter will become obligated to sell to the Underwriters purchase, the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Second Sight Medical Products Inc), Underwriting Agreement (Resonant Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile electronic mail or other agreed upon form of electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Vallon Pharmaceuticals, Inc.), Underwriting Agreement (Vallon Pharmaceuticals, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares ADSs within 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Shares ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares ADSs to be purchased and the date and time for delivery of and payment for the Option Shares ADSs (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares ADSs does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SharesADSs, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares ADSs specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares ADSs then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Mobilicom LTD), Underwriting Agreement (SaverOne 2014 Ltd.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall will not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Hxxxxx and Bxxxx or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Skystar Bio-Pharmaceutical Co), Underwriting Agreement (Skystar Bio-Pharmaceutical Co)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to Securitiesto be purchased and the date and time for delivery of and payment for the Option Shares Securities (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile e-mail or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SharesSecurities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares Securities then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Transcode Therapeutics, Inc.), Underwriting Agreement (Transcode Therapeutics, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in on Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, Shares (except as otherwise agreed to such adjustments as by the Representative, in its sole discretion, shall determineUnderwriters).

Appears in 2 contracts

Samples: Underwriting Agreement (Treasure Global Inc), Underwriting Agreement (Treasure Global Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days or less than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion proportion of the total number of Option Shares then being purchased as which the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 2 contracts

Samples: Underwriting Agreement (AspenBio Pharma, Inc.), Underwriting Agreement (AspenBio Pharma, Inc.)

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from by the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission accordance with Section 9.1 hereof setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Carmel, Mxxxxxx & Fxxx LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and, subject to the terms and (ii) each of conditions set forth herein, the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth specified in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Adamas One Corp.), Underwriting Agreement (Adamas One Corp.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from by the Representative, which must be confirmed in writing by overnight mail or facsimile e-mail or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile e-mail or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice notice, and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth specified in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Flewber Global Inc.), Underwriting Agreement (Flewber Global Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares on or within 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in on Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, Shares (except as otherwise agreed to such adjustments as by the Representative, in its sole discretion, shall determineUnderwriters).

Appears in 2 contracts

Samples: Underwriting Agreement (Linkage Global Inc), Underwriting Agreement (Linkage Global Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SharesSecurities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares Securities then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Scorpius Holdings, Inc.), Underwriting Agreement (Scorpius Holdings, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile e-mail or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SharesSecurities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares Securities then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Transcode Therapeutics, Inc.), Underwriting Agreement (Transcode Therapeutics, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SharesSecurities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares Securities then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Scorpius Holdings, Inc.), Underwriting Agreement (Scorpius Holdings, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice, subject to the foregoing sentence. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Globeimmune Inc), Underwriting Agreement (Globeimmune Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the date of the Prospectus (as defined below)this Agreement. The Underwriters shall not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SharesSecurities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares Securities then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Reborn Coffee, Inc.), Underwriting Agreement (Yoshiharu Global Co.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty five (45) days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (CytoMed Therapeutics LTD), Underwriting Agreement (CytoMed Therapeutics LTD)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)this Agreement. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Yoshiharu Global Co.), Underwriting Agreement (Reborn Coffee, Inc.)

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Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Beamr Imaging Ltd.), Underwriting Agreement (Beamr Imaging Ltd.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the each such date, an “Option Closing Date”), which shall will not be earlier later than two five (25) full Business Days after the date of the oral notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Loeb or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the written notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 2 contracts

Samples: Underwriting Agreement (China Shandong Industries, Inc.), Underwriting Agreement (China Shandong Industries, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two the third (23rd) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Bone Biologics Corp), Underwriting Agreement (Bone Biologics Corp)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the effective date (“Effective Date”) of the Prospectus (as defined below)Registration Statement. The Underwriters shall Underwriter will not be under any obligation to purchase any Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from by the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for the Option Shares Units (the “Option Closing Date”), which shall will not be earlier later than two five (25) full Business Days after the date of the notice or such other time and in such other manner as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Counsel Loeb or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Shares Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriter, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriter will become obligated to sell to the Underwriters purchase, the number of Option Shares Units specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 2 contracts

Samples: Underwriting Agreement (E-Compass Acquisition Corp.), Underwriting Agreement (E-Compass Acquisition Corp.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 thirty (30) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel counsel to the Underwriters or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and, subject to the terms and (ii) each of conditions set forth herein, the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth specified in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Fly-E Group, Inc.), Underwriting Agreement (Fly-E Group, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall will not be earlier later than two five (25) full Business Days after the date of the such oral notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Xxxxxxx Xxxxx or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Photomedex Inc), Underwriting Agreement (Photomedex Inc)

Exercise of Option. The Subject to Section 1.2.4 hereof, the Over-allotment Allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the date of the Prospectus (as defined below)Effective Date unless sooner terminated pursuant to Section 1.2.5 hereof. The Underwriters shall Underwriter will not be under any obligation to purchase any Option Shares Units prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised in whole at any time, or in part from time to time (consistent with Section 1.2.4 hereof) by the giving of oral notice to the Company from by the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for the Option Shares Units (each such date and time, including, as the case may be, the Closing Date, is referred to herein as the “Option Closing Date”), which shall will not be earlier later than two (2) five full Business Days business days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Counsel the Underwriter or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the noticeUnderwriter. Upon exercise of the Over-allotment Option with respect Allotment Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriter, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriter will become obligated to sell to the Underwriters purchase, the number of Option Shares Units specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Shermen WSC Acquisition Corp), Underwriting Agreement (Shermen WSC Acquisition Corp)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall will not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon in writing by the Company and the Representative, at the offices of Representative Counsel Xxxxxxxxx Traurig or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon in writing by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Movano Inc.), Underwriting Agreement (Movano Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the each such date, an “Option Closing Date”), which shall will not be earlier later than two five (25) full Business Days after the date of the oral notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Counsel Loeb or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the written notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriter, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriter will become obligated to sell to the Underwriters purchase, the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 2 contracts

Samples: Underwriting Agreement (China Shandong Industries, Inc.), Underwriting Agreement (China Shandong Industries, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by the Representative by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in on Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, Shares (except as otherwise agreed to such adjustments as by the Representative, in its sole discretion, shall determineUnderwriters).

Appears in 2 contracts

Samples: Underwriting Agreement (Chi Ko Holdings LTD), Underwriting Agreement (Chi Ko Holdings LTD)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (iBio, Inc.), Underwriting Agreement (iBio, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date Date of the Prospectus (as defined below)this Agreement. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (GEE Group Inc.), Underwriting Agreement (GEE Group Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 2.2.1 hereof may be exercised by the Representative Underwriters as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall will not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Representative’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Pulse Biosciences, Inc.), Underwriting Agreement (Pulse Biosciences, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 forty-five (45) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic e-mail transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”)Units, which shall will not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or in such other electronic transmission) manner as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Units will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares Units specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Tenzing Acquisition Corp.), Underwriting Agreement (Tenzing Acquisition Corp.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 forty-five (45) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares Units prior to the exercise of the Over-allotment Overallotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, facsimile transmission or e-mail or facsimile or other electronic transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”)Units, which shall will not be earlier later than two five (25) full Business Days after the date of the written notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or in such other electronic transmission) manner as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Units will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares Units specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 2 contracts

Samples: Underwriting Agreement (RichSpace Acquisition Corp.), Underwriting Agreement (RichSpace Acquisition Corp.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase by way of subscription any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral written notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of the Option Shares to be purchased by way of subscription and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmissiontransmissions) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does do not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, Shares subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell issue to the Underwriters the number of the Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase by way of subscription that same portion of the total number of the Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Brera Holdings PLC)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Representative Representatives Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (xG TECHNOLOGY, INC.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the date of the Prospectus (as defined below)hereof. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile e-mail or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile e-mail or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (SurgePays, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)hereof. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Oragenics Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Representative shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite its name as is specified in the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 1 contract

Samples: Underwriting Agreement (Professional Diversity Network, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares ADSs within 45 days after the date of the Prospectus (as defined below)hereof. The Underwriters shall not be under any obligation to purchase any Option Shares ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares ADSs to be purchased and the date and time for delivery of and payment for the Option Shares ADSs (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares ADSs does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SharesADSs, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares ADSs specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares ADSs then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Nova Minerals LTD)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 thirty (30) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Diamir Biosciences Corp.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of for the Option Shares within 45 30 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, Shares subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of the Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of the Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (MMTec, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Marpai, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (the “Option Closing Date”), which shall not be earlier later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SharesSecurities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares Securities then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Duos Technologies Group, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1.1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 30 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”)Shares, which shall will not be later than five business days, and will not be earlier than two (2) full Business Days business days, after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Shares will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SharesOption, subject to the terms and conditions set forth herein, (i) the Company shall will become obligated to sell convey to the Underwriters, and the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 1 contract

Samples: Underwriting Agreement (Ultimate Escapes, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall will not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the Austin, Texas offices of Representative Counsel Xxxxxxx Xxxxx LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriter, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriter will become obligated to sell to the Underwriters purchase, the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 1 contract

Samples: Underwriting Agreement (Hyperdynamics Corp)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares of such securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”)Securities, which shall will not be earlier later than two (2) full five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of securities underlying the Option Shares Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 1 contract

Samples: Underwriting Agreement (Good Times Restaurants Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)hereof. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the Option Closing Date”), which shall not be earlier later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Eltek LTD)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Biovie Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Sensus Healthcare, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriters as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from by the RepresentativeUnderwriters, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (the “Option Closing Date”), which shall will not be earlier later than two (2) five full Business Days business days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of Representative Counsel the Underwriters or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the noticeUnderwriters. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 1 contract

Samples: Underwriting Agreement (AeroGrow International, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 2(c)(i) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Stock within 45 days after the date of the Prospectus (as defined below)hereof. The Underwriters shall will not be under any obligation to purchase any Option Shares Stock prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the Representative giving of oral written notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Stock to be purchased and the date and time for delivery of and payment for the Option Shares Stock (the “Option Closing Date”), which shall will not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Blank Rome LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares Stock specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 1 contract

Samples: Underwriting Agreement (Superconductor Technologies Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Foremost Lithium Resources & Technology Ltd.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any of such Option Shares prior to Securities before the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”)Securities, which shall will not be earlier later than two (2) full five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 1 contract

Samples: Underwriting Agreement (Efactor Group Corp.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (OKYO Pharma LTD)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Recro Pharma, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for the Option Shares Securities (the “Option Closing Date”), which shall not be earlier later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SharesSecurities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares Units specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares Units then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Agriforce Growing Systems Ltd.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 2(c)(i) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Stock within 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Shares Stock prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the Representative giving of oral written notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Stock to be purchased and the date and time for delivery of and payment for the Option Shares Stock (the “Option Closing Date”), which shall will not be earlier later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Blank Rome LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SharesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares Stock specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that same portion of the total number of Option Shares then being purchased as the number of Firm Shares set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determinenotice.

Appears in 1 contract

Samples: Underwriting Agreement (Neuralstem, Inc.)

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