Common use of Exercise of Over-allotment Option Clause in Contracts

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)

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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.

Appears in 1 contract

Samples: Agency Agreement (IM Cannabis Corp.)

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.

Appears in 1 contract

Samples: Underwriting Agreement (Clip Interactive, LLC)

Exercise of Over-allotment Option. (a) The Underwriter may exercise the Over-Allotment OptionOption shall be exercisable, in whole or in part, at any time and from time to time prior to time, by the Over-Allotment Expiry Date Underwriters by delivery of giving written notice to the Corporation of on or before a date that is not later than 30 days following the number of Closing Date. Any such election to purchase Over-Allotment Securities in respect of which Shares may be exercised only by written notice from the Over-Allotment Option is being exercised and the date for delivery Mackie, on behalf of the Over-Allotment Securities Underwriters, to the Corporation (an the “Over-Allotment Option Notice”). The ) by 8:30 a.m. (Toronto time) on or before the 30th day following the Closing Date, such notice to set forth: (i) the aggregate number of Over-Allotment Option Closing Date shall Shares to be determined by purchased; and (ii) the Underwriter but date for the purchase of the Over-Allotment Shares, provided that such date shall not be earlier less than two (2) Business Days or later than seven (7as defined herein) Business Days after delivery following the date of such notice. Pursuant to the Over-Allotment Option Notice. In , the Underwriters shall severally, and not jointly, nor jointly and severally, purchase in their respective percentages set out in Section 15(a) of this Agreement, and the Corporation shall deliver and sell, the number of Over-Allotment Shares indicated in such notice, in accordance with the provisions of this Agreement. (b) The obligation of the Underwriters to purchase the Over-Allotment Shares at the Over-Allotment Option Closing Time (in the event that the Over-Allotment Option is exercised prior by the Mackie) shall be subject to the Closing Dateaccuracy 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 Closing shall take place together with Date and the Closing on the Closing Date. Upon exercise of the Over-Allotment Option as provided herein performance in all material respects by 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 Optionits obligations under this Agreement. Any such closing shall be referred to as an “Over-Allotment Closing” and shall be conducted in the same manner as the Closingclosing of Offered Shares on the Closing Date. At any Over-Allotment Closing, the Corporation and the Underwriter Underwriters 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, provided that the Corporation shall not be required to deliver updated Title Opinions and opinions and certificates of status in respect of the Corporation Subsidiaries as of the Over-Allotment Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Silver Elephant Mining Corp.)

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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-Over- Allotment Closing.

Appears in 1 contract

Samples: Agency Agreement

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