Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) days after the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the Representative setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) shall not be later than five (5) full Business Days after the date of the Exercise Notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.
Appears in 3 contracts
Samples: Underwriting Agreement (Cuprina Holdings (Cayman) LTD), Underwriting Agreement (Cuprina Holdings (Cayman) LTD), Underwriting Agreement (U-Bx Technology Ltd.)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) 45 days after the Closing Effective Date. The purchase price to be paid per Additional Shares ADSs shall be equal to the price per Firm Share ADS in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the Representative setting forth the number of Additional Shares ADSs to be purchased and the date and time for delivery of and payment for the Additional Shares ADSs (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares ADSs (the “Option Closing Date”) shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the 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 Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional SharesADSs, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares ADSs specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional SharesADSs.
Appears in 3 contracts
Samples: Underwriting Agreement (Xiao-I Corp), Underwriting Agreement (Xiao-I Corp), Underwriting Agreement (Xiao-I Corp)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than in whole or in part from time to time within forty-five (45) days after the Closing Date. The purchase price to be paid per Additional Shares Share shall be equal to the price per Firm Share set forth in Section 2(a)) hereof. The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed by authorized signature of to the Representative Company from the Underwriters, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s 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 Underwriters. If such delivery and payment for the Additional Shares does do not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.
Appears in 3 contracts
Samples: Underwriting Agreement (Youxin Technology LTD), Underwriting Agreement (Youxin Technology LTD), Underwriting Agreement (Youxin Technology LTD)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) 1.2.1 hereof may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Closing Effective Date. The purchase price to be paid per Additional Shares Option Share shall be equal to the price per Firm Share in Section 2(a)purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which shall be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares Option Securities (the “Option Closing Date”) ), which shall not be later than five two (52) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s 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 UnderwritersRepresentative. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional SharesOption Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Option Shares and/or Option Warrants specified in such Exercise Notice notice, and (ii) each of the Underwriters Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Additional Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as 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 3 contracts
Samples: Underwriting Agreement (Esports Entertainment Group, Inc.), Underwriting Agreement (Esports Entertainment Group, Inc.), Underwriting Agreement (Esports Entertainment Group, Inc.)
Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 2(c) hereof 1.2 may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of any combination of the Option Securities within 45 days after the Closing Dateexecution date of this Agreement. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall An Underwriter will not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which must be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission setting forth the number of Additional Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Additional Shares Option Securities (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the each, an “Option Closing Date”) shall ), which will not be later than five three (53) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s counsel EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the UnderwritersRepresentative. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the Exercise Noticenotice. 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 Additional 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 Additional Option Shares and/or Option Warrants specified in such Exercise Notice and (ii) notice. The Representative may cancel the Underwriters shall purchase that portion Over-Allotment Option at any time prior to the expiration of the total number Over-Allotment Option by written notice to the Company. The Firm Securities and the Option Securities are hereinafter referred to together as the “Public Securities.” The offering and sale of Additional Sharesthe Public Securities is hereinafter referred to as the “Offering.”
Appears in 2 contracts
Samples: Underwriting Agreement (Cellectar Biosciences, Inc.), Underwriting Agreement (Ruthigen, Inc.)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) days after the Closing Effective Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the Representative setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s 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 Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Armlogi Holding Corp.), Underwriting Agreement (Armlogi Holding Corp.)
Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to Section 2(c) 1.2.1 hereof may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of the Option Shares and/or Option Warrants in any combination thereof within 45 days after the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a)date of this Agreement. The Underwriters shall not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which must be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission setting forth the number of Additional Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Additional Shares Option Securities (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the each, an “Option Closing Date”) ), which shall not be later than five two (52) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s counsel 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 UnderwritersRepresentative. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Allotment Option with respect to all or any portion of the Additional SharesOption Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares Option Securities specified in such Exercise Notice notice and (ii) each of the Underwriters Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Additional SharesOption Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Activecare, Inc.), Underwriting Agreement (Optex Systems Holdings Inc)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than on or within forty-five (45) days after the Closing Date. The purchase price to be paid per Additional Shares Unit shall be equal to the price per Firm Share Unit set forth in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed by authorized signature of to the Representative Company from the Underwriters, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Shares Units to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares Units (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the 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 Underwriters. If such delivery of the Additional Shares and Additional Warrants and payment for the Additional Shares Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional SharesUnits, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares Units specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional SharesUnits.
Appears in 2 contracts
Samples: Underwriting Agreement (Marizyme Inc), Underwriting Agreement (Marizyme Inc)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c3(c) hereof may be exercised by the Representative no later than fortyUnderwriters on or within the 45-five (45) days after the Closing Dateday period. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a3(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option may be exercised in whole or in part, and may be exercised more than once, during the 45-day period. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed by authorized signature of to the Representative Company from the Underwriters, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days business days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s 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 Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Hong Kong Pharma Digital Technology Holdings LTD), Underwriting Agreement (Hong Kong Pharma Digital Technology Holdings LTD)
Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 2(c1(b) hereof may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Closing Effective Date. The purchase price to be paid per Additional Shares Option Share shall be equal to the per share purchase price of each Firm Share. The purchase price to be paid per Option Warrant shall be equal to the per warrant purchase price of each Firm Share in Section 2(a)Warrant. The Underwriters shall not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which shall be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares Option Securities (the “Option Closing Date”) ), which shall not be later than five one (51) full Business Days Day after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s 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 UnderwritersRepresentative. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional SharesOption Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Option Shares and/or Option Warrants specified in such Exercise Notice notice, and (ii) each of the Underwriters Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Additional SharesOption Shares and Option Warrants then being purchased that the number of Firm Units as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Units, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith).
Appears in 2 contracts
Samples: Underwriting Agreement (Jupiter Wellness, Inc.), Underwriting Agreement (Jupiter Wellness, Inc.)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) 1.2.1 hereof may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of the Option Securities within 45 days after the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which must be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission setting forth the number and type of Additional Shares Option Securities to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares Option Securities (the “Option Closing Date”) ), which shall not be later than five two (52) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s 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 UnderwritersRepresentative. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional SharesOption Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number and type of Additional Shares Option Securities specified in such Exercise Notice notice and (ii) each of the Underwriters Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Additional SharesOption Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Harbor Custom Development, Inc.), Underwriting Agreement (Harbor Custom Development, Inc.)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c1(c) hereof may be exercised by the Representative no later than forty-five (45) in whole or in part at any time within 45 days after the Closing Date. The purchase price to be paid per Additional Shares Share shall be equal to the price per Firm Share in Section 2(a1(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal upon written notice signed by authorized signature of given at least two full business days prior to the Representative exercise to the Company from the Underwriters setting forth the aggregate number of Additional Shares to be purchased by the Underwriters and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which Option Closing Date shall not be later than five (5) full Business Days after the date of the Exercise Notice such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel Underwriters’ Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticewritten notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase from the Company that portion of the total number of Additional Shares then being purchased with the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustment as the Underwriter, in its sole discretion, shall determine.
Appears in 2 contracts
Samples: Underwriting Agreement (NetClass Technology Inc), Underwriting Agreement (NetClass Technology Inc)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c1(c) hereof may be exercised by the Representative no later than forty-five (45) in whole or in part at any time within 45 days after the initial Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a1(a). The Underwriters Representative shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal upon written notice signed by authorized signature of to the Company from the Representative setting forth the aggregate number of Additional Shares to be purchased by the Underwriters and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s counsel Underwriters’ Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the UnderwritersRepresentative. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticewritten notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) each of the Underwriters Underwriters, acting severally and not jointly, shall purchase from the Company that portion of the total number of Additional Shares then being purchased with the number of Firm Shares set forth in Annex A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustment as the Underwriter, in its sole discretion, shall determine.
Appears in 2 contracts
Samples: Underwriting Agreement (Jowell Global Ltd.), Underwriting Agreement (China Eco-Materials Group Co. LTD)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c1(c) hereof may be exercised by the Representative no later than forty-five (45) in whole or in part at any time within 45 days after the Closing Effective Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a1(a). The Underwriters Underwriter shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal upon written notice signed by authorized signature of given at least two (2) full business days prior to the Representative exercise to the Company from the Underwriter setting forth the aggregate number of Additional Shares to be purchased by the Underwriter and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the UnderwritersUnderwriter, at the offices of the RepresentativeUnderwriter’s counsel Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the UnderwritersUnderwriter. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticewritten notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional 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 Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters Underwriter shall purchase from the Company that portion of the total number of Additional Shares then being purchased with the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustment as the Underwriter, in their sole discretion, shall determine.
Appears in 2 contracts
Samples: Underwriting Agreement (Fortune Valley Treasures, Inc.), Underwriting Agreement (Fortune Valley Treasures, Inc.)
Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 2(c1(b) hereof may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of any combination of the Option Securities within 45 days after the Closing Dateexecution date of this Agreement. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall An Underwriter will not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which must be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission setting forth the number of Additional Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Additional Shares Option Securities (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the each, an “Option Closing Date”) shall ), which will not be later than five three (53) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s counsel 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 UnderwritersRepresentative. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the Exercise Noticenotice. 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 Additional 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 Additional Option Shares and/or Option Warrants specified in such Exercise Notice and (ii) notice. The Representative may cancel the Underwriters shall purchase that portion Over-Allotment Option at any time prior to the expiration of the total number Over-Allotment Option by written notice to the Company. The Units and the Option Securities are hereinafter referred to together as the “Public Securities.” The offering and sale of Additional Sharesthe Public Securities is hereinafter referred to as the “Offering.”
Appears in 2 contracts
Samples: Underwriting Agreement (usell.com, Inc.), Underwriting Agreement (usell.com, Inc.)
Exercise of Over-allotment Option. The Agent may exercise the Over-allotment Option granted pursuant Allotment Option, in whole or in part, at any time and from time to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) days after the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares time prior to the exercise Over-Allotment Expiry Date by delivery of written notice to the Corporation of the number of Over-Allotment Securities in respect of which the Over-Allotment Option is being exercised and the date for delivery of the Over-allotment OptionAllotment Securities (an “Over-Allotment Option Notice”). The Over-allotment Allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the Representative setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative Closing Date shall be confirmed determined by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) Agent but shall not be earlier than two business days or later than five (5) full Business Days seven business days after the date delivery of the Exercise Notice or such other time as shall be agreed upon by Over-Allotment Option Notice. In the Company and event the Underwriters, at Over-Allotment Option is exercised prior to the offices of the Representative’s counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur on the Initial Closing Date, the Option Over-Allotment Closing Date will be as set forth in shall take place together with the Exercise NoticeInitial Closing on the Initial Closing Date. Upon exercise of the Over-allotment Allotment Option with respect to all or any portion of as provided herein the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company Corporation shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice and (ii) the Underwriters shall purchase that portion of the total number of Additional SharesOver-Allotment Securities in respect of which the Agent is exercising the Over-Allotment Option. Any such closing shall be referred to as a “Over-Allotment Closing” and shall be conducted in the same manner as the Initial Closing. At any Over-Allotment Closing, the Corporation and the Agent shall make all necessary payments and the Corporation shall, at its sole expense, deliver all of the certificates, opinions and other documents to be delivered by it on the Initial Closing Date, each updated to the date of any such Over-Allotment Closing.
Appears in 2 contracts
Samples: Agency Agreement (Titan Medical Inc), Agency Agreement (Titan Medical Inc)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c1(c) hereof may be exercised by the Representative no later than forty-five (45) in whole or in part at any time within 45 days after the Closing Effective Date. The purchase price to be paid per Additional Shares Option Share shall be equal to the price per Firm Share in Section 2(a1(a). The Underwriters shall not be under any obligation to purchase any Additional Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal upon written notice signed by authorized signature of given at least two full business days prior to the Representative exercise to the Company from the Underwriter setting forth the aggregate number of Additional Option Shares to be purchased by such Underwriter and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Option Shares (the “Option Closing Date”) ), which Closing Date shall not be later than five (5) full Business Days after the date of the Exercise Notice such written notice to purchase Option Shares is given or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel Underwriters’ Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the UnderwritersUnderwriter. If such delivery and payment for the Additional Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticewritten notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Option 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 Additional Option Shares specified in such Exercise Notice notice and (ii) the Underwriters Underwriter shall purchase from the Company that portion of the total number of Additional Option Shares then being purchased with the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustment as the Underwriter, in its sole discretion, shall determine.
Appears in 2 contracts
Samples: Underwriting Agreement (EShallGo Inc.), Underwriting Agreement (EShallGo Inc.)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) days after the Closing Effective Date. The purchase price to be paid per Additional Option Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by the authorized signature of the Representative setting forth the number of Additional Option Shares to be purchased and the date and time for delivery of and payment for the Additional Option Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Option Shares (the “Option Closing Date”) shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of Xxx Xx Law Offices LLC, at Suite 0000, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the “Representative’s 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 Underwriters. If such a delivery and payment for the Additional Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional 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 Additional Option Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Option Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Mint Inc LTD), Underwriting Agreement (Mint Inc LTD)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c1(c) hereof may shall be exercised by the Representative no later than forty-five (45) within 45 days after the Closing Effective Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a1(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed by authorized signature of to the Representative Company from the Representative, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s counsel Underwriters’ Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the UnderwritersRepresentative. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) each of the Underwriters Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Additional Shares then being purchased with the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustment as the Representative, in its sole discretion, shall determine.
Appears in 2 contracts
Samples: Underwriting Agreement (Global Internet of People, Inc.), Underwriting Agreement (Global Internet of People, Inc.)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c1(c) hereof may be exercised by the Representative no later than forty-five (45) in whole or in part at any time within 45 days after the Closing Effective Date. The purchase price to be paid per Additional Shares Share shall be equal to the price per Firm Share in Section 2(a1(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal upon written notice signed by authorized signature of given at least two full business days prior to the Representative exercise to the Company from the Underwriters setting forth the aggregate number of Additional Shares to be purchased by the Underwriters and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which Closing Date shall not be later than five (5) full Business Days after the date of the Exercise Notice such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s 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 Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticewritten notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase from the Company that portion of the total number of Additional Shares then being purchased with the number of Firm Shares set forth in Schedule A opposite the name of such Underwriters bears to the total number of Firm Shares, subject, in each case, to such adjustment as the Underwriters, in its sole discretion, shall determine.
Appears in 2 contracts
Samples: Underwriting Agreement (SAMFINE CREATION HOLDINGS GROUP LTD), Underwriting Agreement (SAMFINE CREATION HOLDINGS GROUP LTD)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) 1.2.1 hereof may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of the Option Shares and/or Option Warrants in any combination thereof within 45 days after the Closing Effective Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which must be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission setting forth the number of Additional Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Additional Shares Option Securities (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the each an “Option Closing Date”) ), which shall not be later than five two (52) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s counsel 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 UnderwritersRepresentative. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional SharesOption Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares Option Securities specified in such Exercise Notice notice and (ii) each of the Underwriters Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Additional SharesOption Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.
Appears in 2 contracts
Samples: Underwriting Agreement (Towerstream Corp), Underwriting Agreement (Towerstream Corp)
Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 2(c) hereof 1.2 may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of any combination of the Option Securities within 45 days after the Closing Dateexecution date of this Agreement. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall An Underwriter will not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which must be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission setting forth the number of Additional Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Additional Shares Option Securities (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the each, an “Option Closing Date”) shall ), which will not be later than five three (53) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s 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 UnderwritersRepresentative. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the Exercise Noticenotice. 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 Additional 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 Additional Option Shares and/or Option Warrants specified in such Exercise Notice and (ii) notice. The Representative may cancel the Underwriters shall purchase that portion Over-Allotment Option at any time prior to the expiration of the total number of Additional SharesOver-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Soligenix, Inc.), Underwriting Agreement (Soligenix, Inc.)
Exercise of Over-allotment Option. (a) The Over-allotment Allotment Option granted pursuant shall be exercisable, in whole or in part, and from time to Section 2(c) hereof may be exercised time, by the Representative no Underwriters by giving written notice to the Company on or before a date that is not later than forty-five (45) 30 days after following the Closing Date. The Any such election to purchase price Additional Units, Additional Shares and/or Additional Warrants may be exercised only by written notice from the Co-Lead Underwriters, on behalf of the Underwriters, to the Company (the “Over-Allotment Option Notice”) by 9:00 a.m. (Toronto time) on or before the 30th day following the Closing Date, such notice to set forth: (i) the aggregate number of Additional Units, Additional Shares and/or Additional Warrants to be paid per purchased; and (ii) the date for the purchase of the Additional Units, Additional Shares shall be equal to and/or Additional Warrants (the price per Firm Share in Section 2(a“Over-Allotment Closing Date”). The Underwriters , provided that such date shall not be under any less than two Business Days (as defined herein) following the date of such notice. Pursuant to the Over-Allotment Option Notice, the Underwriters shall severally, and not jointly, nor jointly and severally, purchase in their respective percentages set out in Section 16 of this Agreement, and the Company shall deliver and sell, the number of Additional Units, Additional Shares and/or Additional Warrants indicated in such notice, in accordance with the provisions of this Agreement.
(b) The obligation of the Underwriters to purchase any the Additional Units, Additional Shares prior and/or Additional Warrants at the Over-Allotment Option Closing Time (in the event that the Over-Allotment Option is exercised by the Co-Lead Underwriters) shall be subject to the exercise accuracy in all material respects of the representations and warranties of the Company contained in this Agreement (other than those subject to materiality, which should be true and correct in all respects) as of the Over-allotment OptionAllotment Closing Date and the performance in all material respects by the Company of its obligations under this Agreement. The Any such closing shall be referred to as an “Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the Representative setting forth the number of Additional Shares to be purchased Allotment Closing” and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by conducted in the Exercise Notice via overnight mail or facsimile or other electronic transmissionsame manner as the Closing. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) shall not be later than five (5) full Business Days after the date of the Exercise Notice or such other time as shall be agreed upon by At any Over-Allotment Closing, the Company and the UnderwritersUnderwriters shall make all necessary payments and the Company shall, at the offices its sole expense, deliver all of the Representative’s counsel at such certificates, opinions and other place (including remotely documents to be delivered by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur it on the Closing Date, each updated to the Option Closing Date will be as set forth in the Exercise Notice. Upon exercise date of the any such Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice and (ii) the Underwriters shall purchase that portion of the total number of Additional SharesAllotment Closing.
Appears in 2 contracts
Samples: Underwriting Agreement (Red White & Bloom Brands Inc.), Underwriting Agreement
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative on behalf of the Underwriters in whole or from time to time in part no later than forty-five (45) 45 days after the Closing Datedate of this Agreement. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the Representative setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The Each date and time time, if any, for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), must be at least one business day after the Exercise Notice and shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Lucas GC LTD), Underwriting Agreement (Lucas GC LTD)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) on or within 45 days after the Closing Date. The combined purchase price to be paid per Additional Shares Share and Additional Warrant shall be equal to the combined price per Firm Share and Firm Warrant set forth in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed by authorized signature of to the Representative Company from the Underwriters, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Shares Securities to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares Securities (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the 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 Underwriters. If such delivery and payment for the Additional Shares Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional SharesSecurities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares Securities specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional SharesSecurities.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c1(c) hereof may be exercised by the Representative no later than forty-five (45) in whole or in part at any time within 45 days after the Closing Date. The purchase price to be paid per Additional Shares Share shall be equal to the price per Firm Share in Section 2(a1(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal upon written notice signed by authorized signature of given at least two full business days prior to the exercise to the Company from the Representative setting forth the aggregate number of Additional Shares to be purchased by the Underwriters and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which Option Closing Date shall not be later than five (5) full Business Days after the date of the Exercise Notice such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s 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 UnderwritersRepresentative. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticewritten notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase from the Company that portion of the total number of Additional Shares then being purchased with the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustment as the Underwriter, in its sole discretion, shall determine.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) 1.2.1 hereof may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of the Option Securities within 45 days after the Closing Effective Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which must be confirmed in writing by authorized signature of the Representative overnight mail, email or facsimile or other electronic transmission setting forth the number of Additional Shares Option Securities to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares Option Securities (the “Option Closing Date”) ), which shall not be later than five one (51) full Business Days Day after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s counsel Representative Counsel or at such other place (including remotely by facsimile facsimile, email or other electronic transmission) as shall be agreed upon by the Company and the UnderwritersRepresentative. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional SharesOption Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares Option Securities specified in such Exercise Notice notice and (ii) each of the Underwriters Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Additional SharesOption Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.
Appears in 1 contract
Samples: Underwriting Agreement (Direct Communication Solutions, Inc.)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) [●] days after the Closing Effective Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the Representative setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the 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 Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof 19.1 CIBC WM, on behalf of the Agents, may be exercised by the Representative no later than forty-five (45) days after the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Allotment Option at any time before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date by delivering the Over-allotment Allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of Notice to the Representative setting forth Company not later than two Business Days prior to an Option Closing Date, specifying the number of Additional Shares to be purchased Securities in respect of which the Over-Allotment Option is being exercised and the date and time for delivery of and payment the purchase price for the Additional Shares (the “Exercise Notice”)Securities. Any oral notice or email notice to The Option Closing Date shall be determined by CIBC WM and the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) but shall not be later earlier than five (5) full two Business Days after the date of on which the Exercise Over-Allotment Option Notice or such other time as shall be agreed upon by is delivered to the Company and the Underwritersand, at the offices of the Representative’s counsel at such other place (including remotely by facsimile or other electronic transmission) as in any event, shall not be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur on earlier than the Closing Date, the Option Closing Date will be as set forth in the Exercise Notice. .
19.2 Upon exercise receipt of the Over-allotment Allotment Option with respect to all or any portion of the Additional SharesNotice, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified Securities set out in such Exercise the Over-Allotment Option Notice at the Option Closing Time on the Option Closing Date against payment (by wire transfer or other means acceptable to the Company and (iithe Agents) the Underwriters shall purchase that portion of the total purchase price of such number of Additional SharesSecurities set out in the Over-Allotment Option Notice, less the Over-Allotment Fee.
19.3 On the Option Closing Date, the Company shall deliver to CIBC WM, on behalf of the Agents, one or more certificate(s) in the form of an electronic deposit pursuant to the non- certificated issue system maintained by CDS representing (a) the Unit Shares and Founder Warrants comprising the Additional Units, (b) the Over-Allotment Warrants, and/or (c) the Over-Allotment Shares in respect of which the Over-Allotment Option has been exercised registered in such name or names as the Agents may notify the Company in writing as soon as practicable and not less than 24 hours prior to the Option Closing Time, against payment by the Agents to the Company of the aggregate purchase price therefor less the Over- Allotment Fee.
19.4 In the event the Company shall subdivide, consolidate or otherwise change the Subordinate Voting Shares prior to the Option Closing Time, the number of Additional Securities into which the Over-Allotment Option is exercisable shall be similarly subdivided, consolidated or changed such that the Agents would be entitled to receive the equivalent of the number and type of securities that they would have otherwise been entitled to receive had they exercised the Over-Allotment Option prior to such subdivision, consolidation or change. The subscription price per Additional Security shall be adjusted accordingly and notice shall be given to CIBC WM, on behalf of the Agents, of such adjustment. In the event that CIBC WM, on behalf of the Agents, shall disagree with the foregoing adjustment, acting reasonably, such adjustment shall be determined conclusively by the Company’s auditors at the Company’s expense.
19.5 The closing of the purchase and sale of the Additional Units shall be completed at the offices of Norton Xxxx Xxxxxxxxx Canada LLP, in the City of Toronto at the Option Closing Time.
Appears in 1 contract
Samples: Agency Agreement
Exercise of Over-allotment Option. (a) The Over-allotment Allotment Option granted pursuant shall be exercisable, in whole or in part, and from time to Section 2(c) hereof may be exercised time, by the Representative no Underwriters by giving written notice to the Company on or before a date that is not later than forty-five (45) 30 days after following the Closing Date. The Any such election to purchase price Additional Units, Additional Shares and/or Additional Warrants may be exercised only by written notice from Clarus, on behalf of the Underwriters, to the Company (the “Over-Allotment Option Notice”) by 9:00 a.m. (Toronto time) on or before the 30th day following the Closing Date, such notice to set forth: (i) the aggregate number of Additional Units, Additional Shares and/or Additional Warrants to be paid per purchased; and (ii) the date for the purchase of the Additional Units, Additional Shares shall be equal to and/or Additional Warrants (the price per Firm Share in Section 2(a“Over-Allotment Closing Date”). The Underwriters , provided that such date shall not be under any less than two Business Days (as defined herein) following the date of such notice. Pursuant to the Over-Allotment Option Notice, the Underwriters shall severally, and not jointly, nor jointly and severally, purchase in their respective percentages set out in Section 16 of this Agreement, and the Company shall deliver and sell, the number of Additional Units, Additional Shares and/or Additional Warrants indicated in such notice, in accordance with the provisions of this Agreement.
(b) The obligation of the Underwriters to purchase any the Additional Units, Additional Shares prior and/or Additional Warrants at the Over-Allotment Closing Time (in the event that the Over-Allotment Option is exercised by Clams) shall be subject to the exercise accuracy in all material respects of the representations and warranties of the Company contained in this Agreement (other than those subject to materiality, which should be true and correct in all respects) as of the Over-allotment OptionAllotment Closing Date and the performance in all material respects by the Company of its obligations under this Agreement. The Any such closing shall be referred to as an “Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the Representative setting forth the number of Additional Shares to be purchased Allotment Closing” and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by conducted in the Exercise Notice via overnight mail or facsimile or other electronic transmissionsame manner as the Closing. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) shall not be later than five (5) full Business Days after the date of the Exercise Notice or such other time as shall be agreed upon by At any Over-Allotment Closing, the Company and the UnderwritersUnderwriters shall make all necessary payments and the Company shall, at the offices its sole expense, deliver all of the Representative’s counsel at such certificates, opinions and other place (including remotely documents to be delivered by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur it on the Closing Date, each updated to the Option Closing Date will be as set forth in the Exercise Notice. Upon exercise date of the any such Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice and (ii) the Underwriters shall purchase that portion of the total number of Additional SharesAllotment Closing.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c1(c) hereof may be exercised by the Representative no later than forty-five (45) in whole or in part at any time within 45 days after the Closing Effective Date. The purchase price to be paid per Additional Shares Option Share shall be equal to the price per Firm Share in Section 2(a1(a). The Underwriters Representative shall not be under any obligation to purchase any Additional Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal upon written notice signed by authorized signature of given at least two full business days prior to the exercise to the Company from the Representative setting forth the aggregate number of Additional Option Shares to be purchased by the Representative and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Option Shares (the “Option Closing Date”) ), which Closing Date shall not be later than five (5) full Business Days after the date of the Exercise Notice such written notice to purchase Option Shares is given or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s counsel Underwriters’ Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the UnderwritersRepresentative. If such delivery and payment for the Additional Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticewritten notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Representative the number of Additional Option Shares specified in such Exercise Notice notice and (ii) the Underwriters Representative shall purchase from the Company that portion of the total number of Additional Option Shares then being purchased with the number of Firm Shares set forth in Schedule A opposite the name of the Representative bears to the total number of Firm Shares, subject, in each case, to such adjustment as the Representative, in its sole discretion, shall determine.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c1(c) hereof may be exercised by the Representative no later than forty-five (45) in whole or in part at any time within 45 days after the Closing Effective Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a1(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal upon written notice signed by authorized signature of given at least two full business days prior to the Representative exercise to the Company from the Underwriters setting forth the aggregate number of Additional Shares to be purchased by the Underwriters and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the RepresentativeUnderwriter’s counsel Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticewritten notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase from the Company that portion of the total number of Additional Shares then being purchased with the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustment as the Underwriters, in its sole discretion, shall determine.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) within 45 days after of the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option may be exercised in whole or in part, and may be exercised more than once, during the 45-day period. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed by authorized signature of to the Representative Company from the Underwriters, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the 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 Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) on or within 45 days after the Closing Date. The combined purchase price to be paid per Additional Shares Share and Additional Warrant and per Additional Pre-Funded Warrant and Additional Warrant shall be equal to the combined price per Firm Share and Firm Warrant and combined price per Pre-Funded Warrant and Firm Warrant set forth in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed by authorized signature of to the Representative Company from the Underwriters, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Shares Securities to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares Securities (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the 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 Underwriters. If such delivery and payment for the Additional Shares Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional SharesSecurities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares Securities specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional SharesSecurities.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c1(c) hereof may be exercised by the Representative no later than forty-five (45) in whole or in part at any time within 45 days after the Closing Effective Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a1(a). The Underwriters Representative shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal upon written notice signed by authorized signature of given at least two (2) full business days prior to the exercise to the Company from the Representative setting forth the aggregate number of Additional Shares to be purchased by the Representative and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s counsel Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the UnderwritersRepresentative. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticewritten notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Representative the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters Representative shall purchase from the Company that portion of the total number of Additional Shares then being purchased with the number of Firm Shares set forth in Schedule A opposite the name of such Representative bears to the total number of Firm Shares, subject, in each case, to such adjustment as the Representative, in its sole discretion, shall determine.
Appears in 1 contract
Samples: Underwriting Agreement (Tian Ruixiang Holdings LTD)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c3(c) hereof may be exercised by the Representative no later than forty-five (45) within 45 days after the Closing Date. The purchase price to be paid per Additional Shares Firm Share shall be equal to the price per Firm Share and Firm Resale Shares in Section 2(a3(a). The Underwriters Representative shall not be under any obligation to purchase any Additional Firm Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed by authorized signature of to the Representative Company from the Representative, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Firm Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Firm Shares (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the 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 UnderwritersRepresentative. If such delivery and payment for the Additional Firm Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Firm Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Representative the number of Additional Firm Shares specified in such Exercise Notice notice and (ii) the Underwriters Representative shall purchase that portion of the total number of Additional Firm Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Majestic Ideal Holdings LTD)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) 45 days after the Closing Effective Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the Representative setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the 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 Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Wuxin Technology Holdings, Inc.)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) 1.2.1 hereof may be exercised by the Representative no later than forty-five Representatives as to all (45at any time) or any part (from time to time) of the Option Securities within 30 days after the Closing Effective Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representatives, which must be confirmed in writing by authorized signature of the Representative overnight mail, email or facsimile or other electronic transmission setting forth the number of Additional Shares Option Securities to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares Option Securities (the “Option Closing Date”) ), which shall not be later than five one (51) full Business Day after the date of the notice if the Option Closing Date occurs on the Closing Date or two (2) full Business Days after the date of the Exercise Notice notice if the Option Closing Date occurs on a date other the Closing Date, or such other time as shall be agreed upon by the Company and the UnderwritersRepresentatives, at the offices of the Representative’s counsel Representative Counsel or at such other place (including remotely by facsimile facsimile, email or other electronic transmission) as shall be agreed upon by the Company and the UnderwritersRepresentatives. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional SharesOption Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares Option Securities specified in such Exercise Notice notice and (ii) each of the Underwriters Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Additional SharesOption Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c3(c) hereof may be exercised by the Representative no later than forty-five (45) within 45 days after the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share and Firm Resale Shares in Section 2(a3(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed by authorized signature of to the Representative Company from the Underwriters, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which shall not be later than five three (53) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the 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 Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares then being purchased equal to the percentage determined by the number of Firm Shares set forth in Schedule B opposite the name of such Underwriter and the total number of Firm Shares., subject, in each case, to such adjustment as the Representative, in its sole discretion, shall determine. ______________ [2] 4.5%
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than fortyon or within 45 days from the effective date of post-five (45) days after effective amendment No. 2 to the Closing DateRegistration Statement. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed by authorized signature of to the Representative Company from the Representative, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the 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 UnderwritersRepresentative. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.
Appears in 1 contract
Samples: Underwriting Agreement (New Century Logistics (BVI) LTD)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof 1.2.1 may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 30 days after the Closing Effective Date. The purchase price to be paid per Additional Shares Option Share shall be equal to the price per Firm Share in Section 2(a)purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which shall be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares Option Securities (the “Option Closing Date”) ), which shall not be later than five two (52) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s 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 UnderwritersRepresentative. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional SharesOption Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Option Shares and/or Option Warrants specified in such Exercise Notice notice, and (ii) each of the Underwriters Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Additional Option Shares and Option Warrants then being purchased that the number of Firm Shares as 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 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) days after the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the Representative setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such a delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Tianci International, Inc.)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof 1.2.1 may be exercised by the Representative no later than forty-five Representatives as to all (45at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 30 days after the Closing Effective Date. The purchase price to be paid per Additional Shares Option Share shall be equal to the price per Firm Share in Section 2(a)purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representatives, which shall be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares Option Securities (the “Option Closing Date”) ), which shall not be later than five two (52) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentatives, at the offices of the Representative’s counsel 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 UnderwritersRepresentatives. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional SharesOption Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Option Shares and/or Option Warrants specified in such Exercise Notice notice, and (ii) each of the Underwriters Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Additional Option Shares and Option Warrants then being purchased that the number of Firm Shares as 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 Representatives, in their sole discretion, shall determine.
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Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) 1.2.1 hereof may be exercised by the Representative no later than Representatives as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) days after the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representatives, which must be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission setting forth the number of Additional Shares Option ADSs and Option Warrants to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares Option Securities (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentatives, at the offices of the Representative’s counsel 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 UnderwritersRepresentatives. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional SharesOption Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares Option ADSs and Option Warrants specified in such Exercise Notice notice and (ii) each of the Underwriters Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Additional SharesOption ADSs and Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.
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Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) 1.2.1 hereof may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of the Option Shares within 30 days after the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which must be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission setting forth the number of Additional Option Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Option Shares (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s 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 UnderwritersRepresentative. If such delivery and payment for the Additional Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional 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 Additional Option Shares specified in such Exercise Notice notice and (ii) each of the Underwriters Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Additional SharesOption Shares then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.
Appears in 1 contract
Exercise of Over-allotment Option. RBC, on behalf of the Agents, may exercise the Over-Allotment Option at any time and from time to time prior to the close of business on the Over-Allotment Option Expiry Date in respect of a number of Class A Units, which does not exceed the Additional Units by delivery of written notice by RBC on behalf of the Agents, to the Fund not later than two Business Days prior to an Over-Allotment Option Closing Date, specifying the number of Additional Units in respect of which the Over-Allotment Option is being exercised and the date for delivery of the purchase price for the Additional Units (the “Over-Allotment Option Notice”). The Over-allotment Allotment Option granted pursuant to Section 2(c) hereof may Closing Date shall be exercised determined by RBC and Marret but shall not be earlier than two Business Days after any such exercise of the Representative no later Over- Allotment Option and, in any event, shall not be earlier than forty-five (45) days after the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise Upon receipt of the Over-allotment Option. The Over-allotment Allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature Notice of the Representative setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) shall not be later than five (5) full Business Days after the date of the Exercise Notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing DateAgents, the Option Closing Date will be as set forth in the Exercise Notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company Fund shall become obligated to sell to the Underwriters the number of Additional Shares specified Units set out in such Exercise the Over-Allotment Option Notice and at the Over-Allotment Closing Time on the Over-Allotment Closing Date against payment (iiby certified cheque or bank draft) the Underwriters shall purchase that portion of the total purchase price therefor being the amount obtained by multiplying, as applicable, the number of Additional SharesUnits in respect of which the Over-Allotment Option is exercised by $12.00 net of a fee of $0.63 per Additional Unit purchased (the “Agency Fee (Over-Allotment Option)”). On the Over-Allotment Option Closing Date, the Fund shall deliver to RBC on behalf of the Agents one definitive certificate registered in the name of “CDS & Co.” (or as it may direct) representing the Class A Units in respect of which the Over-Allotment Option has been exercised against payment of the purchase price therefor net of the Agency Fee (Over- Allotment Option). Notwithstanding the foregoing, if the Fund determines to issue any Class A Units in respect of which the Over-Allotment Option has been exercised as book-entry only securities in accordance with the rules and procedures of CDS, then as an alternative or in addition to the Fund delivering one or more definitive certificates representing such Class A Units, the Agents will provide a direction to CDS with respect to the crediting of the Additional Units to the accounts of participants of CDS as shall be designated by the Agents in writing in sufficient time prior to the Over-Allotment Closing Date to permit such crediting In the event the Fund shall subdivide, consolidate or otherwise change its Class A Units prior to the Over-Allotment Option Closing Time, the number of Additional Units into which the Over-Allotment Option is exercisable shall be similarly subdivided, consolidated or changed such that the Agents would be entitled to receive the equivalent of the number and type of securities that they would have otherwise been entitled to receive had they exercised the Over-Allotment Option prior to such subdivision, consolidation or change. The subscription price per Class A Unit shall be adjusted accordingly and notice shall be given to RBC, on behalf of the Agents, of such adjustment. In the event that RBC, on behalf of the Agents, shall disagree with the foregoing adjustment, such adjustment shall be determined conclusively by the Fund’s auditors at the Fund’s expense. The closing of the purchase and sale of the Additional Units shall be completed at the offices of Xxxxxxxx Xxxxxxx LLP, in the City of Toronto at the Over-Allotment Option Closing Time.
Appears in 1 contract
Samples: Agency Agreement
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c1(c) hereof may be exercised by the Representative no later than in whole or in part at any time within forty-five (45) days after the Closing Effective Date. The purchase price to be paid per Additional Shares Option Share shall be equal to the price per Firm Share in Section 2(a1(a). The Underwriters shall not be under any obligation to purchase any Additional Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal upon written notice signed by authorized signature of given at least two (2) full business days prior to the Representative exercise to the Company from the Underwriter setting forth the aggregate number of Additional Option Shares to be purchased by such Underwriter and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Option Shares (the “Option Closing Date”) ), which Option Closing Date shall not be later than five (5) full Business Days after the date of the Exercise Notice such written notice to purchase Option Shares is given or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel Underwriters’ Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the UnderwritersUnderwriter. If such delivery and payment for the Additional Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticewritten notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Option 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 Additional Option Shares specified in such Exercise Notice notice and (ii) the Underwriters Underwriter shall purchase from the Company that portion of the total number of Additional Option Shares then being purchased with the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustment as the Underwriter, in its sole discretion, shall determine.
Appears in 1 contract
Samples: Underwriting Agreement (Creative Global Technology Holdings LTD)
Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 2(c1(b) hereof may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of any combination of the Option Securities within 45 days after the Closing Dateexecution date of this Agreement. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall An Underwriter will not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which must be confirmed in writing by authorized signature of the Representative overnight mail or by electronic transmission setting forth the number of Additional Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Additional Shares Option Securities (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the each, an “Option Closing Date”) shall ), which will not be later than five three (53) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s counsel 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 UnderwritersRepresentative. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the Exercise Noticenotice. 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 Additional 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 Additional Option Shares and/or Option Warrants specified in such Exercise Notice and (ii) notice. The Representative may cancel the Underwriters shall purchase that portion Over-Allotment Option at any time prior to the expiration of the total number Over-Allotment Option by written notice to the Company. The Units and the Option Securities are hereinafter referred to together as the “Public Securities.” The offering and sale of Additional Sharesthe Public Securities is hereinafter referred to as the “Offering.”
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) within 45 days after of the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option may be exercised in whole or in part, and may be exercised more than once, during the 45-day period. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed by authorized signature of to the Representative Company from the Underwriters, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the 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 Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-Over- allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) days after the Closing Effective Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the Representative setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) shall not be later than five (5) full Business Days business days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.
Appears in 1 contract
Exercise of Over-allotment Option. (a) The Over-allotment Allotment Option granted pursuant shall be exercisable, in whole or in part, and from time to Section 2(c) hereof may be exercised time, by the Representative no Underwriters by giving written notice to the Corporation on or before a date that is not later than forty-five (45) 30 days after following the Closing Date. The Any such election to purchase price Additional Units, Additional Shares and/or Additional Warrants may be exercised only by written notice from the Lead Underwriter, on behalf of the Underwriters, to the Corporation (the “Over-Allotment Option Notice”) by 9:00 a.m. (Toronto time) on or before the 30th day following the Closing Date, such notice to set forth: (i) the aggregate number of Additional Units, Additional Shares and/or Additional Warrants to be paid per purchased; and (ii) the date for the purchase of the Additional Units, Additional Shares shall be equal to and/or Additional Warrants (the price per Firm Share in Section 2(a“Over-Allotment Closing Date”). The Underwriters , provided that such date shall not be under any less than two Business Days (as defined herein) following the date of such notice. Pursuant to the Over-Allotment Option Notice, the Underwriters shall severally, and not jointly, nor jointly and severally, purchase in their respective percentages set out in Section 16 of this Agreement, and the Corporation shall deliver and sell, the number of Additional Units, Additional Shares and/or Additional Warrants indicated in such notice, in accordance with the provisions of this Agreement.
(b) The obligation of the Underwriters to purchase any the Additional Units, Additional Shares prior and/or Additional Warrants at the Over-Allotment Option Closing Time (in the event that the Over-Allotment Option is exercised by the Lead Underwriter) shall be subject to the exercise accuracy in all material respects of the representations and warranties of the Corporation contained in this Agreement (other than those subject to materiality, which should be true and correct in all respects) as of the Over-allotment OptionAllotment Closing Date and the performance in all material respects by the Corporation of its obligations under this Agreement. The Any such closing shall be referred to as an “Over-allotment Option granted hereby may only Allotment Closing” and shall be exercised by a formal written notice signed by authorized signature conducted in the same manner as the Closing. At any Over-Allotment Closing, the Corporation and the Underwriters shall make all necessary payments and the Corporation shall, at its sole expense, deliver all of the Representative setting forth the number of Additional Shares certificates, opinions and other documents to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed delivered by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) shall not be later than five (5) full Business Days after the date of the Exercise Notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur it on the Closing Date, each updated to the Option Closing Date will be as set forth in the Exercise Notice. Upon exercise date of the any such Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice and (ii) the Underwriters shall purchase that portion of the total number of Additional SharesAllotment Closing.
Appears in 1 contract
Samples: Underwriting Agreement
Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 2(c1(b) hereof may be exercised by the Representative no later than forty-five Representatives as to all (45at any time) or any part (from time to time) of the Option Shares within 30 days after the Closing Dateeffective date of the Registration Statement. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall An Underwriter will not be under any obligation to purchase any Additional Option Shares prior to the exercise of the Over-allotment OptionAllotment Option by the Representatives. The Over-allotment Allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representatives, which must be confirmed in writing by authorized signature of the Representative overnight mail or by email or other electronic transmission setting forth the number of Additional Option Shares to be purchased and the date and time for delivery of and payment for the Additional Option Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the each, an “Option Closing Date”) shall ), which will not be earlier than one (1) Business Day nor later than five three (53) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentatives, at the offices of the Representative’s counsel 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 UnderwritersRepresentatives. If such delivery and payment for the Additional Option Shares does not occur on the Closing Date, the each Option Closing Date will be as set forth in the Exercise Noticenotice. 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 Additional 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 Additional Option Shares specified in such Exercise Notice and (ii) notice. The Representatives may cancel the Underwriters shall purchase that portion Over-Allotment Option at any time prior to the expiration of the total number of Additional SharesOver-Allotment Option by written notice to the Company (except to the extent the Representatives have exercised the Over-Allotment Option in accordance herewith).
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c1(c) hereof may be exercised by the Representative no later than forty-five (45) in whole or in part at any time within 45 days after the Closing Effective Date. The purchase price to be paid per Additional Shares ADS shall be equal to the price per Firm Share ADS in Section 2(a1(a). The Underwriters Underwriter shall not be under any obligation to purchase any Additional Shares ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal upon written notice signed by authorized signature of given at least two full business days prior to the Representative exercise to the Company from the Underwriter setting forth the aggregate number of Additional Shares ADSs to be purchased by the Underwriter and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares ADSs (the “Option Closing Date”) ), which Closing Date shall not be later than five (5) full Business Days after the date of the Exercise Notice such written notice to purchase Additional ADSs is given or such other time as shall be agreed upon by the Company and the UnderwritersUnderwriter, at the offices of the RepresentativeUnderwriter’s 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 UnderwritersUnderwriter. If such delivery and payment for the Additional Shares ADSs does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticewritten notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional SharesADSs, subject to the terms and conditions set forth hereinherein and the Companies Act of Japan , (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Additional Shares ADSs specified in such Exercise Notice notice and (ii) the Underwriters Underwriter shall purchase from the Company that portion of the total number of Additional SharesADSs then being purchased with the number of Firm ADSs set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm ADSs, subject, in each case, to such adjustment as the Underwriter, in its sole discretion, shall determine.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 2(c) hereof 1.2 may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of any combination of the Option Securities within 45 days after the Closing Dateexecution date of this Agreement. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall An Underwriter will not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which must be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission setting forth the number of Additional Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Additional Shares Option Securities (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the each, an “Option Closing Date”) shall ), which will not be later than five three (53) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s counsel EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the UnderwritersRepresentative. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the Exercise Noticenotice. 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 Additional 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 Additional Option Shares and/or Option Warrants specified in such Exercise Notice and (ii) notice. The Representative may cancel the Underwriters shall purchase that portion Over-Allotment Option at any time prior to the expiration of the total number Over-Allotment Option by written notice to the Company. The Units and the Option Securities are hereinafter referred to together as the “Public Securities.” The offering and sale of Additional Sharesthe Public Securities is hereinafter referred to as the “Offering.”
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c1(c) hereof may be exercised by the Representative no later than forty-five (45) in whole or in part at any time within 45 days after the Closing Effective Date. The purchase price to be paid per Additional Shares Share shall be equal to the price per Firm Share in Section 2(a1(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal upon written notice signed by authorized signature of given at least two full business days prior to the Representative exercise to the Company from the Underwriters setting forth the aggregate number of Additional Shares to be purchased by the Underwriters and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which Closing Date shall not be later than five (5) full Business Days after the date of the Exercise Notice such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel Underwriters’ Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticewritten notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase from the Company that portion of the total number of Additional Shares then being purchased with the number of Firm Shares set forth on Schedule A opposite the name of such Underwriters bears to the total number of Firm Shares, subject, in each case, to such adjustment as the Underwriters, in its sole discretion, shall determine.
Appears in 1 contract
Samples: Underwriting Agreement (SAMFINE CREATION HOLDINGS GROUP LTD)
Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 2(c1(b) hereof may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of any combination of the Option Securities within 45 days after the Closing Dateexecution date of this Agreement. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall An Underwriter will not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which must be confirmed in writing by authorized signature of the Representative overnight mail or by electronic transmission setting forth the number of Additional Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Additional Shares Option Securities (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the each, an “Option Closing Date”) shall ), which will not be later than five three (53) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s counsel 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 UnderwritersRepresentative. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the Exercise Noticenotice. 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 Additional 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 Additional Shares Option Securities specified in such Exercise Notice and (ii) notice. The Representative may cancel the Underwriters shall purchase that portion Over-Allotment Option at any time prior to the expiration of the total number Over-Allotment Option by written notice to the Company. The Units and the Option Securities are hereinafter referred to together as the “Public Securities.” The offering and sale of Additional Sharesthe Public Securities is hereinafter referred to as the “Offering.”
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Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) 1.2.1 hereof may be exercised by the Representative no later than as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) days after the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which must be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission setting forth the number of Additional Shares Option ADSs and Option Warrants to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares Option Securities (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s 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 UnderwritersRepresentative. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional SharesOption Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares Option ADSs and Option Warrants specified in such Exercise Notice notice and (ii) each of the Underwriters Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Additional SharesOption ADSs and Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.
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Exercise of Over-allotment Option. RBC, on behalf of the Agents, may exercise the Over-Allotment Option at any time and from time to time prior to the close of business on the Over-Allotment Option Expiry Date in respect of a number of Units, which does not exceed the Additional Units by delivery of written notice by RBC on behalf of the Agents, to the Fund not later than two Business Days prior to an Over-Allotment Option Closing Date, specifying the number of Additional Units in respect of which the Over-Allotment Option is being exercised and the date for delivery of the purchase price for the Additional Units (the “Over-Allotment Option Notice”). The Over-allotment Allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) days after the Closing Date. The purchase price to be paid per Additional Shares Date shall be equal to the price per Firm Share in Section 2(a). The Underwriters determined by RBC and Marret but shall not be under earlier than two Business Days after any obligation to purchase any Additional Shares prior to the such exercise of the Over-allotment Option. The Over-allotment Allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the Representative setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) and, in any event, shall not be later earlier than five (5) full Business Days after the date of the Exercise Notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Notice. Upon exercise receipt of the Over-allotment Allotment Option with respect to all or any portion Notice of the Additional SharesAgents, subject to the terms and conditions set forth herein, (i) the Company Fund shall become obligated to sell to the Underwriters the number of Additional Shares specified Units set out in such Exercise the Over-Allotment Option Notice and at the Over-Allotment Closing Time on the Over-Allotment Closing Date against payment (iiby certified cheque or bank draft) the Underwriters shall purchase that portion of the total purchase price therefor being the amount obtained by multiplying, as applicable, the number of Additional SharesUnits in respect of which the Over-Allotment Option is exercised by $11.05 net of a fee of $0.442 per Additional Unit purchased (the “Agency Fee (Over-Allotment Option)”). On the Over-Allotment Option Closing Date, the Fund shall deliver to RBC on behalf of the Agents one definitive certificate registered in the name of “CDS & Co.” (or as it may direct) representing the Units in respect of which the Over-Allotment Option has been exercised against payment of the purchase price therefor net of the Agency Fee (Over- Allotment Option). Notwithstanding the foregoing, if the Fund determines to issue any Units in respect of which the Over-Allotment Option has been exercised as book-entry only securities in accordance with the rules and procedures of CDS, then as an alternative or in addition to the Fund delivering one or more definitive certificates representing such Units, the Agents will provide a direction to CDS with respect to the crediting of the Additional Units to the accounts of participants of CDS as shall be designated by the Agents in writing in sufficient time prior to the Over-Allotment Closing Date to permit such crediting In the event the Fund shall subdivide, consolidate or otherwise change its Units prior to the Over-Allotment Option Closing Time, the number of Additional Units into which the Over-Allotment Option is exercisable shall be similarly subdivided, consolidated or changed such that the Agents would be entitled to receive the equivalent of the number and type of securities that they would have otherwise been entitled to receive had they exercised the Over-Allotment Option prior to such subdivision, consolidation or change. The subscription price per Unit shall be adjusted accordingly and notice shall be given to RBC, on behalf of the Agents, of such adjustment. In the event that RBC, on behalf of the Agents, shall disagree with the foregoing adjustment, such adjustment shall be determined conclusively by the Fund’s auditors at the Fund’s expense. The closing of the purchase and sale of the Additional Units shall be completed at the offices of Stikeman Elliott LLP, in the City of Toronto at the Over-Allotment Option Closing Time.
Appears in 1 contract
Samples: Agency Agreement
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) days after the Closing Effective Date. The purchase price to be paid per Additional Option Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the Representative setting forth the number of Additional Option Shares to be purchased and the date and time for delivery of and payment for the Additional Option Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Option Shares (the “Option Closing Date”) shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional 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 Additional Option Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Option Shares.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c1(c) hereof may be exercised by the Representative no later than in whole or in part at any time within forty-five (45) days after the Closing Effective Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a1(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal upon written notice signed by authorized signature of given at least two (2) full business days prior to the Representative exercise to the Company from the Underwriters setting forth the aggregate number of Additional Shares to be purchased by the Underwriters and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel Underwriters’ Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticewritten notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase from the Company that portion of the total number of Additional Shares then being purchased with the number of Firm Shares set forth in Schedule A opposite the name of such Underwriters bears to the total number of Firm Shares, subject, in each case, to such adjustment as the Underwriters, in their sole discretion, shall determine.
Appears in 1 contract
Samples: Underwriting Agreement (Pop Culture Group Co., LTD)
Exercise of Over-allotment Option. The Over-allotment Option --------------------------------- granted pursuant to Section 2(c) 1.2.1 hereof may be exercised by the Representative no later than on behalf of the Underwriters as to all or any part of the Option Securities at any time, from time to time, within forty-five (45) days after the Closing Effective Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall will not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment Option. The Over-Over- allotment Option granted hereby may only be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed by a formal written notice signed by authorized signature of the Representative letter or telecopy setting forth the number of Additional Shares Option Securities to be purchased and purchased, the date and time for delivery of and payment for the Additional Shares (Option Securities and stating that the “Exercise Notice”)Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. Any oral If such notice or email notice is given at least two full business days prior to the Company from Closing Date, the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time set forth therein for such delivery of and payment for will be the Additional Shares (the “Option Closing Date”) shall . If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than five (5) full Business Days business days after the date of the Exercise Notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwritersnotice. If such delivery and payment for the Additional Shares Option 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 Exercise 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 Additional 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 Additional Shares Option Securities specified in such Exercise Notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Sharesnotice.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) within 45 days after of the Closing Effective Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed by authorized signature of to the Representative Company from the Underwriters, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) , together with the Firm Share Closing Date, each a “Closing Date”), which shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the 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 Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.
Appears in 1 contract
Samples: Underwriting Agreement (INLIF LTD)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) 1.2.1 hereof may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of the Option Shares, in any confirmation thereof, within 30 days after the Closing Effective Date. The purchase price to be paid per Additional Shares Option Share shall be equal to the price per Firm Share in Section 2(a)purchase price. The Underwriters shall not be under any obligation to purchase any Additional Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which shall be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Option Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Option Shares (the “Option Closing Date”) ), which shall not be later than five two (52) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s 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 UnderwritersRepresentative. If such delivery and payment for the Additional Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional 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 Additional Option Shares specified in such Exercise Notice notice, and (ii) each of the Underwriters Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Additional Option Shares then being purchased that the number of Firm Shares as 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 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c3(c) hereof may be exercised by the Representative Underwriter no later than forty-five (45) days after the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a3(a). The Underwriters Underwriter shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the Representative Underwriter setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative Underwriter shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersUnderwriter, at the offices of the RepresentativeUnderwriter’s counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the UnderwritersUnderwriter. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional 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 Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters Underwriter shall purchase that portion of the total number of Additional Shares.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 2(c) hereof 1.2 may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of any combination of the Option Securities within 45 days after the Closing Dateexecution date of this Agreement. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall An Underwriter will not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which must be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission setting forth the number of Additional Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Additional Shares Option Securities (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the each, an “Option Closing Date”) shall ), which will not be later than five three (53) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s counsel BB or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the UnderwritersRepresentative. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the Exercise Noticenotice. 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 Additional 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 Additional Option Shares and/or Option Warrants specified in such Exercise Notice and (ii) notice. The Representative may cancel the Underwriters shall purchase that portion Over-Allotment Option at any time prior to the expiration of the total number Over-Allotment Option by written notice to the Company. The Units and the Option Securities are hereinafter referred to together as the “Public Securities.” The offering and sale of Additional Sharesthe Public Securities is hereinafter referred to as the “Offering.”
Appears in 1 contract
Samples: Underwriting Agreement (Great Basin Scientific, Inc.)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c1(c) hereof may be exercised by the Representative no later than forty-five (45) in whole or in part at any time within 45 days after the Closing Effective Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a1(a). The Underwriters Underwriter shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal upon written notice signed by authorized signature of given at least two (2) full business days prior to the Representative exercise to the Company from the Underwriter setting forth the aggregate number of Additional Shares to be purchased by the Underwriter and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the UnderwritersUnderwriter, at the offices of the RepresentativeUnderwriter’s counsel Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the UnderwritersUnderwriter. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticewritten notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional 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 Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters Underwriter shall purchase from the Company that portion of the total number of Additional Shares then being purchased with the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustment as the Underwriter, in its sole discretion, shall determine.
Appears in 1 contract
Samples: Underwriting Agreement (Tian Ruixiang Holdings LTD)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c1(c) hereof may be exercised by the Representative no later than in whole or in part at any time within forty-five (45) days after the Closing Effective Date. The purchase price to be paid per Additional Shares ADS shall be equal to the price per Firm Share ADS in Section 2(a1(a). The Underwriters shall not be under any obligation to purchase any Additional Shares ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal upon written notice signed by authorized signature of given at least two (2) full business days prior to the exercise to the Company from the Representative setting forth the aggregate number of Additional Shares ADSs to be purchased by the Underwriters and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares ADSs (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice such written notice to purchase Additional ADSs is given or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s counsel Underwriters’ Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the UnderwritersRepresentative, and with the prior written consent of the Company. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticewritten notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional SharesADSs, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares ADSs specified in such Exercise Notice notice and (ii) the Underwriters shall purchase from the Company that portion of the total number of Additional SharesADSs then being purchased with the number of Firm ADSs set forth in Schedule A opposite the name of such Underwriters bears to the total number of Firm ADSs, subject, in each case, to such adjustment as the Representative, in its sole discretion, shall determine.
Appears in 1 contract
Exercise of Over-allotment Option. (a) The Over-allotment Allotment Option granted pursuant shall be exercisable, in whole or in part, and from time to Section 2(c) hereof may be exercised time, by the Representative no Underwriters by giving written notice to the Company on or before a date that is not later than forty-five (45) 30 days after following the Closing Date. The Any such election to purchase price Additional Units, Additional Shares and/or Additional Warrants may be exercised only by written notice from the Lead Underwriter, on behalf of the Underwriters, to the Company (the “Over-Allotment Option Notice”) by 9:00 a.m. (Toronto time) on or before the 30th day following the Closing Date, such notice to set forth: (i) the aggregate number of Additional Units, Additional Shares and/or Additional Warrants to be paid per purchased; and (ii) the date for the purchase of the Additional Units, Additional Shares shall be equal to and/or Additional Warrants (the price per Firm Share in Section 2(a“Over-Allotment Closing Date”). The Underwriters , provided that such date shall not be under any less than two Business Days (as defined herein) or more than five Business Days following the date of such notice. For greater certainty, the Over-Allotment Closing Date may be the same date as the Closing Date but not earlier than the Closing Date. Pursuant to the Over-Allotment Option Notice, the Underwriters shall severally, and not jointly, nor jointly and severally, purchase in their respective percentages set out in Section 16 of this Agreement, and the Company shall deliver and sell, the number of Additional Units, Additional Shares and/or Additional Warrants indicated in such notice, in accordance with the provisions of this Agreement.
(b) The obligation of the Underwriters to purchase any the Additional Units, Additional Shares prior and/or Additional Warrants at the Over-Allotment Closing Time (in the event that the Over-Allotment Option is exercised by the Lead Underwriter) shall be subject to the exercise accuracy in all material respects of the representations and warranties of the Company contained in this Agreement (other than those subject to materiality, which should be true and correct in all respects) as of the Over-allotment OptionAllotment Closing Date and the performance in all material respects by the Company of its obligations under this Agreement. The Any such closing shall be referred to as an “Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the Representative setting forth the number of Additional Shares to be purchased Allotment Closing” and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by conducted in the Exercise Notice via overnight mail or facsimile or other electronic transmissionsame manner as the Closing. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) shall not be later than five (5) full Business Days after the date of the Exercise Notice or such other time as shall be agreed upon by At any Over-Allotment Closing, the Company and the UnderwritersUnderwriters shall make all necessary payments and the Company shall, at the offices its sole expense, deliver all of the Representative’s counsel at such certificates, opinions and other place (including remotely documents to be delivered by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur it on the Closing Date, each updated to the Option Closing Date will be as set forth in the Exercise Notice. Upon exercise date of the any such Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice and (ii) the Underwriters shall purchase that portion of the total number of Additional SharesAllotment Closing.
Appears in 1 contract
Samples: Underwriting Agreement
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) 1.2.1 hereof may be exercised by the Representative no later than as to all (at any time) or any part (from time to time) of the Option ADSs within forty-five (45) days after the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares Option ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which must be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission setting forth the number of Additional Shares Option ADSs to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares Option ADSs (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s 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 UnderwritersRepresentative. If such delivery and payment for the Additional Shares Option ADSs does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional SharesOption ADSs, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares Option ADSs specified in such Exercise Notice notice and (ii) each of the Underwriters Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Additional SharesOption ADSs then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) 1.2.1 hereof may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which must be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission setting forth the number of Additional Option Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Option Shares (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s 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 UnderwritersRepresentative. If such delivery and payment for the Additional Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional 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 Additional Option Shares specified in such Exercise Notice notice and (ii) each of the Underwriters Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Additional SharesOption Shares then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) days after the Closing Dateclosing of the Offering. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters Representative shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the Representative setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) shall not be later than five three (53) full Business Days Days2 after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the UnderwritersRepresentative. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Representative the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters Representative shall purchase that portion of the total number of Additional Shares.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 2(c) hereof 1.2 may be exercised by the Representative no later than forty-five as to all (45at any time) or any part (from time to time) of any combination of the Option Securities within 45 days after the Closing Dateexecution date of this Agreement. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall An Underwriter will not be under any obligation to purchase any Additional Shares Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed to the Company from the Representative, which must be confirmed in writing by authorized signature of the Representative overnight mail or facsimile or other electronic transmission setting forth the number of Additional Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Additional Shares Option Securities (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the each, an “Option Closing Date”) shall ), which will not be later than five three (53) full Business Days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the UnderwritersRepresentative, at the offices of the Representative’s 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 UnderwritersRepresentative. If such delivery and payment for the Additional Shares Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the Exercise Noticenotice. 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 Additional 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 Additional Option Shares and/or Option Warrants specified in such Exercise Notice and (ii) notice. The Representative may cancel the Underwriters shall purchase that portion Over-Allotment Option at any time prior to the expiration of the total number Over-Allotment Option by written notice to the Company. The Firm Securities and the Option Securities are hereinafter referred to together as the “Public Securities.” The offering and sale of Additional Sharesthe Public Securities is hereinafter referred to as the “Offering.”
Appears in 1 contract
Samples: Underwriting Agreement (Apollo Medical Holdings, Inc.)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c1(c) hereof may be exercised by the Representative no later than forty-five (45) in whole or in part at any time within 45 days after the Closing Datedate of the Prospectus (as defined below). The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a1(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal upon written notice signed by authorized signature of given at least two (2) full business days prior to the Representative exercise to the Company from the Underwriters setting forth the aggregate number of Additional Shares to be purchased by the Underwriters and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days after the date of the Exercise Notice such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticewritten notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase from the Company that portion of the total number of Additional Shares then being purchased with the number of Firm Shares set forth in Schedule A opposite the name of such Underwriters bears to the total number of Firm Shares, subject, in each case, to such adjustment as the Underwriters, in their sole discretion, shall determine.
Appears in 1 contract
Samples: Underwriting Agreement (Planet Image International LTD)
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative no later than forty-five (45) days after the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). 10.1 The Underwriters shall not be under any obligation to purchase any of the Additional Shares prior to the exercise delivery to the Corporation of the Over-allotment Allotment Option Notice to exercise the Over-Allotment Option. BMO, on behalf of the Underwriters, may exercise the Over-Allotment Option at any time and from time to time prior to the expiry of the Over-Allotment Option by delivery of the Over-Allotment Notice. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the Representative setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) shall not be later than five (5) full Business Days after the date of the Exercise Notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Allotment Option Closing Date will be as set forth in determined by BMO but will not be earlier than two (2) Business Days or later than seven (7) Business Days after delivery of the Exercise Over-Allotment Option Notice. Upon exercise of the Over-allotment Allotment Option, the Corporation will become obligated to issue and sell to the Underwriters a total number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option with and, subject to the terms and conditions herein set forth, each of the Underwriters severally and not jointly will become obligated to purchase from the Corporation the same percentage of the total number of Additional Shares in respect of which the Underwriters are then exercising the Over-Allotment Option as such Underwriter is obligated to purchase of the aggregate number of Underwritten Shares as adjusted by the Underwriters.
10.2 If the Over-Allotment Option is exercised as to all or any portion of the Additional Shares, subject to if required, one or more certificates in definitive form for such Additional Shares and payment therefor will be delivered at the Over-Allotment Option Closing Time in the manner and upon the terms and conditions and with the deliveries as set forth hereinin Sections 9 and 11, (i) except that references therein to Underwritten Share and the Company shall become obligated Closing Time will be deemed for the purposes of this Section 10 to sell refer to the Underwriters the number of such Additional Shares specified in such Exercise Notice and (ii) the Underwriters shall purchase that portion of the total number of Additional SharesOver-Allotment Closing Time, respectively.
Appears in 1 contract
Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 2(c3(c) hereof may be exercised by the Representative no later than forty-five (45) on or within 45 days after of the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a3(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option may be exercised in whole or in part, and may be exercised more than once, during the 45-day period. The Over-allotment Option granted hereby may only be exercised by a formal written the giving of oral notice signed by authorized signature of to the Representative Company from the Underwriters, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”) ), which shall not be later than five (5) full Business Days business days after the date of the Exercise Notice notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the Representative’s 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 Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Exercise Noticenotice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such Exercise Notice notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.
Appears in 1 contract
Samples: Underwriting Agreement (iOThree LTD)