Exercise of Over-allotment Option. The Underwriter may exercise the Over-Allotment Option, in whole or in part, at any time and from time to time prior to the 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 Securities (an “Over-Allotment Option Notice”). The Over-Allotment Option Closing Date shall be determined by the Underwriter but shall not be earlier than two (2) Business Days or later than seven (7) Business Days after delivery of the Over-Allotment Option Notice. In the event the Over-Allotment Option is exercised prior to the Closing Date, the Over-Allotment Closing shall take place together with the Closing on the Closing Date. Upon exercise of the Over-Allotment Option as provided herein the Corporation shall become obligated to sell the total number of Over-Allotment Securities in respect of which the Underwriter is exercising the Over-Allotment Option. Any such closing shall be referred to as an “Over-Allotment Closing” and shall be conducted in the same manner as the Closing. At any Over-Allotment Closing, the Corporation and the Underwriter 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 Closing Date, each updated to the date of any such Over-Allotment Closing.
Appears in 2 contracts
Samples: Underwriting Agreement (Titan Medical Inc), Underwriting Agreement (Titan Medical Inc)
Exercise of Over-allotment Option. The Underwriter Agent may exercise the Over-Allotment Option, in whole or in part, at any time and from time to time prior to the 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 Securities (an “Over-Allotment Option Notice”). The Over-Allotment Option Closing Date shall be determined by the Underwriter Agent but shall not be earlier than two (2) Business Days business days or later than seven (7) Business Days business days after delivery of the Over-Allotment Option Notice. In the event the Over-Allotment Option is exercised prior to the Initial Closing Date, the Over-Allotment Closing shall take place together with the Initial Closing on the Initial Closing Date. Upon exercise of the Over-Allotment Option as provided herein the Corporation shall become obligated to sell the total number of Over-Allotment Securities in respect of which the Underwriter Agent is exercising the Over-Allotment Option. Any such closing shall be referred to as an 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 Underwriter 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 Underwriter Eight Capital, on behalf of the Agents, may exercise the Over-Allotment Option, in whole or in part, Option at any time and from time to time prior to before 5:00 p.m. (Toronto time) on the Over-Allotment Expiry date that is 30 days following the Closing Date by delivery of delivering a written notice to the Corporation of not later than two business days prior to an Option Closing Date, specifying the number of Over-Allotment Securities Additional Units in respect of which the Over-Allotment Option is being exercised and the date for delivery of the Over-Allotment Securities purchase price for the Additional Units (an the “Over-Allotment Option Notice”). The Over-Allotment Option Closing Date shall be determined by Eight Capital and the Underwriter Corporation but shall not be earlier than two (2) Business Days or later business days after the date on which the Over-Allotment Option Notice is delivered to the Corporation and, in any event, shall not be earlier than seven (7) Business Days after delivery the Closing Date. Upon receipt of the Over-Allotment Option Notice. In the event the Over-Allotment Option is exercised prior to the Closing Date, the Over-Allotment Closing shall take place together with the Closing on the Closing Date. Upon exercise of the Over-Allotment Option as provided herein the Corporation shall become obligated to sell the total number of Additional Units set out in the Over-Allotment Securities Option Notice at the Option Closing Time on the Option Closing Date against payment (by wire transfer or other means acceptable to the Corporation and the Agents) of the purchase price therefor being the amount obtained by multiplying, as applicable, the number of Additional Units in respect of which the Underwriter is exercising the Over-Allotment Option. Any such closing shall be referred to as an “Over-Allotment Closing” and shall be conducted in the same manner as the Closing. At any Over-Allotment Closing, the Corporation and the Underwriter 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 Closing Date, each updated to the date of any such Over-Allotment Closing.Option is exercised by
Appears in 1 contract
Samples: Agency Agreement
Exercise of Over-allotment Option. The Underwriter may exercise the Over-Allotment Option, in whole or in part, allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time and time) or any part (from time to time time) of the Option Shares within forty-five (45) days after the Effective Date. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the 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 exercise of the Over-Allotment Securities (an “Over-Allotment Option Notice”)allotment Option. The Over-Allotment allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date shall be determined by the Underwriter but Date”), which shall not be earlier than two (2) Business Days or later than seven five (75) Business Days after delivery the date of the Over-Allotment notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel or at such other place (including remotely other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Notice. In the event the Over-Allotment Option is exercised prior to Shares does not occur on the Closing Date, the Over-Allotment Option Closing shall take place together with Date will be as set forth in the Closing on the Closing Datenotice. Upon exercise of the Over-Allotment allotment Option as provided herein with respect to all or any portion of the Corporation Option Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Over-Allotment Securities Option Shares then being purchased as set forth in respect Schedule 1 opposite the name of which the Underwriter is exercising the Over-Allotment Option. Any such closing shall be referred to as an “Over-Allotment Closing” and shall be conducted in the same manner as the Closing. At any Over-Allotment Closing, the Corporation and the Underwriter 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 Closing Date, each updated to the date of any such Over-Allotment ClosingUnderwriter.
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Exercise of Over-allotment Option. The Underwriter RBC, on behalf of the Agents, may exercise the Over-Allotment Option, in whole or in part, 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 Corporation of Fund not later than two Business Days prior to an Over-Allotment Option Closing Date, specifying the number of Over-Allotment Securities Additional Units in respect of which the Over-Allotment Option is being exercised and the date for delivery of the Over-Allotment Securities purchase price for the Additional Units (an the “Over-Allotment Option Notice”). The Over-Allotment Option Closing Date shall be determined by the Underwriter RBC and Marret but shall not be earlier than two (2) Business Days or later than seven (7) Business Days after delivery any such exercise of the Over-Allotment Option Noticeand, in any event, shall not be earlier than the Closing Date. In Upon receipt of the event Over-Allotment Option Notice of the Agents, the Fund shall become obligated to sell the number of Additional Units set out in the Over-Allotment Option Notice at the Over-Allotment Closing Time on the Over-Allotment Closing Date against payment (by certified cheque or bank draft) of the purchase price therefor being the amount obtained by multiplying, as applicable, the number of Additional Units in respect of which the Over-Allotment Option is exercised prior to 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 take place together with the Closing on the Closing Date. Upon exercise of subdivide, consolidate or otherwise change its Units prior to the Over-Allotment Option as provided herein Closing Time, the Corporation shall become obligated to sell the total number of Over-Allotment Securities in respect of Additional Units into which the Underwriter is exercising the Over-Allotment Option. Any such closing Option is exercisable shall be referred similarly subdivided, consolidated or changed such that the Agents would be entitled to as an “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 Closing” and Option prior to such subdivision, consolidation or change. The subscription price per Unit shall be conducted 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 same manner as City of Toronto at the Closing. At any Over-Allotment Closing, the Corporation and the Underwriter 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 Option Closing Date, each updated to the date of any such Over-Allotment ClosingTime.
Appears in 1 contract
Samples: Agency Agreement
Exercise of Over-allotment Option. The Underwriter Agent may exercise the Over-Allotment Option, in whole or in part, at any time and from time to time prior to the 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 Securities (an “"Over-Allotment Option Notice”"). The Over-Allotment Option Closing Date shall be determined by the Underwriter Agent but shall not be earlier than two (2) Business Days business days or later than seven (7) Business Days business days after delivery of the Over-Allotment Option Notice. In the event the Over-Over- Allotment Option is exercised prior to the Closing Date, the Over-Allotment Closing shall take place together with the Closing on the Closing Date. Upon exercise of the Over-Allotment Option as provided herein the Corporation shall become obligated to sell the total number of Over-Allotment Securities in respect of which the Underwriter Agent is exercising the Over-Allotment Option. Any such closing shall be referred to as an “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 Underwriter 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 Closing Date, each updated to the date of any such Over-Over- Allotment Closing.
Appears in 1 contract
Samples: Securities Purchase Agreement
Exercise of Over-allotment Option. 10.1 The Underwriter Underwriters shall not be under any obligation to purchase any of the Additional Shares prior to the delivery to the Corporation of the Over-Allotment Option Notice to exercise the Over-Allotment Option. BMO, on behalf of the Underwriters, may exercise the Over-Allotment Option, in whole or in part, Option at any time and from time to time prior to the Over-Allotment Expiry Date by delivery expiry 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 by delivery of the Over-Allotment Securities (an “Over-Allotment Option Notice”). The Over-Allotment Option Closing Date shall will be determined by the Underwriter BMO but shall will not be earlier than two (2) Business Days or later than seven (7) Business Days after delivery of the Over-Allotment Option Notice. In the event the Over-Allotment Option is exercised prior to the Closing Date, the Over-Allotment Closing shall take place together with the Closing on the Closing Date. Upon exercise of the Over-Allotment Option as provided herein Option, the Corporation shall will become obligated to issue and sell to the Underwriters a total number of Over-Allotment Securities Additional Shares in respect of which the Underwriter is Underwriters are exercising the Over-Allotment Option. Any such closing shall be referred Option and, subject to as an “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 Closing” and shall be conducted in the same manner Option as the Closing. At any Over-Allotment Closing, the Corporation and the such Underwriter shall make all necessary payments and the Corporation shall, at its sole expense, deliver all is obligated to purchase of the certificates, opinions and other documents to be delivered aggregate number of Underwritten Shares as adjusted by it on the Closing Date, each updated to the date of any such Over-Allotment ClosingUnderwriters.
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Exercise of Over-allotment Option. The Underwriter Agent may exercise the Over-Allotment Option, in whole or in part, at any time and from time to time prior to the 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 Securities (an “"Over-Allotment Option Notice”"). The Over-Allotment Option Closing Date shall be determined by the Underwriter Agent but shall not be earlier than two (2) Business Days business days or later than seven (7) Business Days business days after delivery of the Over-Allotment Option Notice. In the event the Over-Over- Allotment Option is exercised prior to the Closing Date, the Over-Allotment Closing shall take place together with the Closing on the Closing Date. Upon exercise of the Over-Allotment Option as provided herein the Corporation shall become obligated to sell the total number of Over-Allotment Securities in respect of which the Underwriter Agent is exercising the Over-Allotment Option. Any such closing shall be referred to as an “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 Underwriter 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 Closing Date, each updated to the date of any such Over-Allotment Closing.
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