Common use of Option ADSs Clause in Contracts

Option ADSs. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase up to 228,033 Option ADSs and the Selling Shareholder hereby grants to the several Underwriters an option to purchase up to 229,336 Option ADSs, in each case at the same purchase price as the Firm ADSs, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm ADSs. The option granted hereunder may be exercised in whole or in part at any time from time to time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and the Selling Shareholder setting forth the aggregate number of Option ADSs as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option ADSs are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor (if not the First Closing Date) earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from each of the Company and the Selling Shareholder the number of Option ADSs that shall be the same percentage of the total number of Option ADSs to be purchased by the several Underwriters as the percentage of the number of Firm ADSs to be purchased by such Underwriter from each of the Company and the Selling Shareholder is of the total number of Firm ADSs to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional ADSs. No Option ADSs shall be sold and delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (Itamar Medical Ltd.)

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Option ADSs. On In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Warrant Holders hereby grants an option to the several Underwriters an option Underwriter to purchase up to 228,033 Option ADSs and the Selling Shareholder hereby grants to the several Underwriters an option to purchase up to 229,336 Option additional 521,739 ADSs, as set forth in each case Schedule B, at the same purchase price as the Firm ADSsper ADS set forth in Schedule A, for use solely in covering net of all reimbursements, costs and expenses pursuant to Section 4(a), less an amount per share equal to any over-allotments made dividends or distributions declared by the Underwriters in Company and payable on the sale and distribution of Initial ADSs but not payable on the Firm Option ADSs. The option hereby granted hereunder may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Underwriter to the Company and the Selling Shareholder Warrant Holders setting forth the aggregate number of Option ADSs as to which the several Underwriters Underwriter are then exercising the option and the time and date of payment and time, as delivery for such Option ADSs. Any such time and date of delivery (a “Date of Delivery”) shall be determined by you, when the Option ADSs are to be deliveredUnderwriter, but in no event earlier than the First Closing Date (as defined below) nor (if shall not the First Closing Date) earlier than the second business day or be later than the tenth seven full business day days after the date on which exercise of said option, nor in any event prior to the option shall have been exercisedClosing Time. If the option is exercisedexercised as to all or any portion of the Option ADSs, the obligation of each Underwriter shall be to will purchase from each of the Company and the Selling Shareholder the number of Option Initial ADSs that shall be the same percentage of the total number of Option ADSs set forth in Schedule A opposite its name, subject, in each case, to be purchased by the several Underwriters such adjustments as the percentage Underwriter in its sole discretion shall make to eliminate any sales or purchases of the number of Firm ADSs to be purchased by such Underwriter from each of the Company and the Selling Shareholder is of the total number of Firm ADSs to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional ADSs. No Option ADSs shall be sold and delivered unless the Firm ADSs previously have been, or simultaneously are, sold and deliveredshares.

Appears in 1 contract

Samples: Underwriting Agreement (Pampa Energy Inc.)

Option ADSs. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase up to 228,033 all or any portion of the Option ADSs and the Selling Shareholder hereby grants to the several Underwriters an option to purchase up to 229,336 Option ADSs, in each case at the same purchase price as the Firm ADSs, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm ADSs. The option granted hereunder may be exercised in whole or in part at any time from time to time (but not more than once) within 30 days after the effective date of this Agreement upon notice (which notice must be confirmed in writingwriting and may be made by electronic mail to the Company) by the Representatives Representative to the Company and the Selling Shareholder setting forth the aggregate number of Option ADSs as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Ordinary Shares underlying the Option ADSs are to be issued and the Option ADSs are to be delivered, but in no event earlier than the First Closing Date (as defined belowabove) nor (if not the First Closing Date) earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from each of the Company and the Selling Shareholder the The number of Option ADSs that to be purchased by each Underwriter shall be the same percentage of the total number of Option ADSs to be purchased by the several Underwriters as the percentage of the number of Firm ADSs to be purchased by such Underwriter from each of the Company and the Selling Shareholder is of the total number of Firm ADSs to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional ADSs. No Option ADSs shall be sold and delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Purchase Agreement (MDxHealth SA)

Option ADSs. On In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option Underwriters, severally and not jointly, to purchase up to 228,033 an additional [•] Option ADSs and Shares (to be deposited with the Selling Shareholder hereby grants Depositary to allow for the delivery of such Option Shares in the form of ADSs) equal to the several Underwriters an option to purchase up to 229,336 number of Option ADSs, in each case at the same purchase price as the Firm ADSsper share set forth in Schedule A, for use solely in covering less an amount per share equal to any over-allotments made dividends or distributions declared by the Underwriters in Company and payable on the sale and distribution of Underwritten Shares but not payable on the Firm ADSsOption Shares. The option hereby granted hereunder may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and the Selling Shareholder setting forth the aggregate number of Option Shares (to be deposited with the Depositary to allow for the delivery of such Option Shares in the form of ADSs) equal to the number of Option ADSs as to which the several Underwriters are then exercising the option and the time and date of payment and time, as delivery for such Option Shares (to be deposited with the Depositary to allow for the delivery of such Option Shares in the form of ADSs). Any such time and date of payment and delivery (a “Date of Delivery”) shall be determined by you, when the Option ADSs are to be deliveredRepresentatives, but in no event any Date of Delivery after the Closing Time shall not be later than seven full business days nor earlier than the First Closing Date (as defined below) nor (if not the First Closing Date) earlier than the second two full business day or later than the tenth business day days after the date on which exercise of said option, nor in any event prior to the option shall have been exercisedClosing Time. If the option is exercisedexercised as to all or any portion of the Option Shares (to be deposited with the Depositary to allow for the delivery of such Option Shares in the form of ADSs), the obligation of each Underwriter shall be to purchase from each of the Company Underwriters, acting severally and the Selling Shareholder the number of Option ADSs not jointly, will purchase that shall be the same percentage proportion of the total number of Option ADSs to be Shares then being purchased by the several Underwriters as the percentage of which the number of Firm ADSs to be purchased by Underwritten Shares set forth in Schedule A opposite the name of such Underwriter from each of the Company and the Selling Shareholder is of bears to the total number of Firm ADSs Underwritten Shares, subject, in each case, to be purchased by the several Underwriters, such adjustments as adjusted by the Representatives in such manner as the Representatives deem advisable their sole discretion shall make to avoid eliminate any sales or purchases of fractional ADSs. No The Company agrees to take such steps to cause the delivery of the Option ADSs shall be sold and delivered unless to the Firm ADSs previously have beenUnderwriters upon the deposit of Shares with the Depositary, or simultaneously are, sold and deliveredas contemplated by the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Forward Pharma a/S)

Option ADSs. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, at the purchase price per ADS set forth in paragraph (a) above, the Company hereby grants to the several Underwriters an option to purchase up to 228,033 Option ADSs the Underwriters, acting severally and not jointly, all or any part of the Selling Shareholder hereby grants to the several Underwriters an option to purchase up to 229,336 Option ADSs, in each case at plus any additional number of Option ADSs which such Underwriter may become obligated to purchase pursuant to the same purchase price as the Firm ADSs, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution provisions of the Firm ADSsSection 8 hereof. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any time from time to time within 30 days after such 30-day period only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Initial ADSs upon notice (confirmed in writing) by the Representatives Representative to the Company and the Selling Shareholder setting forth the aggregate number of Option ADSs as to which the several Underwriters are then exercising the option and the time and date of payment and timedelivery for such Option ADSs. Any such time and date of delivery (an “Option Closing Time”) shall be determined by the Representative, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of such option, nor in any event prior to the Closing Time, as determined by you, when the Option ADSs are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor (if not the First Closing Date) earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercisedhereinafter defined. If the option is exercisedexercised as to all or any portion of the Option ADSs, the obligation of each Underwriter shall be to purchase from each of the Company Underwriters, acting severally and the Selling Shareholder not jointly, will purchase the number of Option ADSs that shall be bear the same percentage of proportion to the total number of Option ADSs to be then being purchased by the several Underwriters as the percentage Initial ADSs set forth in Schedule I opposite the name of the number of Firm ADSs to be purchased by such Underwriter from each of the Company and the Selling Shareholder is of bears to the total number of Firm ADSs Initial ADSs, subject in each case to be purchased by such adjustments among the several Underwriters, Underwriters as adjusted by the Representatives in such manner as the Representatives deem advisable their discretion shall make to avoid eliminate any sales or purchases of fractional ADSs. No Option ADSs shall be sold and delivered unless the Firm ADSs previously have been, or simultaneously are, sold and deliveredshares.

Appears in 1 contract

Samples: Underwriting Agreement (Sky Solar Holdings, Ltd.)

Option ADSs. On In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option Underwriters, severally and not jointly, to purchase up to 228,033 an additional [ ] Option ADSs and Shares (to be delivered in the Selling Shareholder hereby grants to the several Underwriters an option to purchase up to 229,336 form of Option ADSs), in each case at the same purchase price as the Firm ADSs, for use solely in covering any over-allotments made by the Underwriters per Option Share (to be delivered in the sale and distribution form of the Firm ADSs. an Option ADS) set forth in Schedule A. The option hereby granted hereunder may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and the Selling Shareholder setting forth the aggregate number of Option ADSs Shares (to be delivered in the form of Option ADSs) as to which the several Underwriters are then exercising the option and the time and date of payment and time, as delivery for such Option Shares (to be delivered in the form of Option ADSs). Any such time and date of delivery (a “Date of Delivery”) shall be determined by youthe Representatives, when but shall not be later than seven full business days, nor earlier than two full business days (unless delivery of the Option ADSs are Shares is to be delivered, but in no event earlier than occur concurrently with delivery of the First Initial Shares at the Closing Date Time (as defined below) nor (if not the First Closing Date) earlier than the second business day or later than the tenth business day )), after the date on which exercise of said option, except as otherwise agreed by the option shall have been exercisedRepresentatives and the Company, nor in any event prior to the Closing Time. If the option is exercisedexercised as to all or any portion of the Option Shares (to be delivered in the form of Option ADSs), the obligation of each Underwriter shall be to purchase from each of the Company Underwriters, acting severally and the Selling Shareholder the number of Option ADSs not jointly, will purchase that shall be the same percentage proportion of the total number of Option ADSs Shares (to be delivered in the form of Option ADSs) then being purchased by the several Underwriters as the percentage of which the number of Firm ADSs to be purchased by Initial Shares (delivered in the form of Initial ADSs) set forth in Schedule A opposite the name of such Underwriter from each of the Company and the Selling Shareholder is of bears to the total number of Firm ADSs Initial Shares (delivered in the form of Initial ADSs), subject, in each case, to be purchased by the several Underwriters, such adjustments as adjusted by the Representatives in such manner as the Representatives deem advisable their sole discretion shall make to avoid eliminate any sales or purchases of fractional ADSs. No Option ADSs shall be sold and delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (Cellectis S.A.)

Option ADSs. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters Underwriters, severally and not jointly, an option to purchase up to 228,033 all or any portion of the Option ADSs and the Selling Shareholder hereby grants to the several Underwriters an option to purchase up to 229,336 Option ADSs, in each case at the same purchase price as the Firm ADSs, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm ADSs. The option granted hereunder may be exercised in whole or in part at any time from time to time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and the Selling Shareholder setting forth the aggregate number of Option ADSs as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option ADSs are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor (if not the First Closing Date) earlier than the second business day Business Day (as defined below) or later than the tenth business day fifth Business Day after the date on which the option shall have been exercisedexercised if after the First Closing Date. If the option is exercised, the obligation of each Underwriter shall be to purchase from each of the Company and the Selling Shareholder the number of Option ADSs that shall be the same percentage of the total The number of Option ADSs to be purchased by each Underwriter shall be the several Underwriters same percentage as set forth in Schedule I opposite the percentage name of the number of Firm ADSs to be purchased by such Underwriter from each of the Company and the Selling Shareholder is of the total number of Firm ADSs to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional ADSsUnderwriter. No Option ADSs shall be sold and delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Bioceres S.A.)

Option ADSs. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, at the purchase price per ADS set forth in paragraph (a) above, the Company hereby grants to the several Underwriters an option to purchase up to 228,033 Option ADSs the Underwriters, acting severally and not jointly, all or any part of the Selling Shareholder hereby grants to the several Underwriters an option to purchase up to 229,336 Option ADSs, in each case at plus any additional number of Option ADSs which such Underwriter may become obligated to purchase pursuant to the same purchase price as the Firm ADSs, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution provisions of the Firm ADSsSection 8 hereof. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any time from time to time within 30 days after such 30-day period only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Initial ADSs upon notice (confirmed in writing) by the Representatives to the Company and the Selling Shareholder setting forth the aggregate number of Option ADSs as to which the several Underwriters are then exercising the option and the time and date of payment and timedelivery for such Option ADSs. Any such time and date of delivery (an “Option Closing Time”) shall be determined by the Representatives, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of such option, nor in any event prior to the Closing Time, as determined by you, when the Option ADSs are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor (if not the First Closing Date) earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercisedhereinafter defined. If the option is exercisedexercised as to all or any portion of the Option ADSs, the obligation of each Underwriter shall be to purchase from each of the Company Underwriters, acting severally and the Selling Shareholder not jointly, will purchase the number of Option ADSs that shall be bear the same percentage of proportion to the total number of Option ADSs to be then being purchased by the several Underwriters as the percentage Initial ADSs set forth in Schedule I opposite the name of the number of Firm ADSs to be purchased by such Underwriter from each of the Company and the Selling Shareholder is of bears to the total number of Firm ADSs Initial ADSs, subject in each case to be purchased by such adjustments among the several Underwriters, Underwriters as adjusted by the Representatives in such manner as the Representatives deem advisable their discretion shall make to avoid eliminate any sales or purchases of fractional ADSs. No Option ADSs shall be sold and delivered unless the Firm ADSs previously have been, or simultaneously are, sold and deliveredshares.

Appears in 1 contract

Samples: Underwriting Agreement (Sky Solar Holdings, Ltd.)

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Option ADSs. On In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option Underwriters, severally and not jointly, to purchase up to 228,033 an additional [●] Option ADSs and Shares (to be delivered in the Selling Shareholder hereby grants to the several Underwriters an option to purchase up to 229,336 form of Option ADSs), in each case at the same purchase price as the Firm ADSs, for use solely in covering any over-allotments made by the Underwriters per Option Share (to be delivered in the sale and distribution form of the Firm ADSs. an Option ADS) set forth in Schedule A. The option hereby granted hereunder may be exercised for 30 calendar days after the date hereof and may be exercised in whole or in part at any time from time to time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and the Selling Shareholder setting forth the aggregate number of Option ADSs Shares (to be delivered in the form of Option ADSs) as to which the several Underwriters are then exercising the option and the time and date of payment and time, as delivery for such Option Shares (to be delivered in the form of Option ADSs). Any such time and date of delivery (a “Date of Delivery”) shall be determined by you, when the Option ADSs are to be deliveredRepresentatives, but in no event earlier than any Date of Delivery after the First Closing Date Time (as defined below) shall not be later than seven full business days, nor (if not the First Closing Date) earlier than two full business days (unless delivery of the second business day or later than Option Shares is to occur concurrently with delivery of the tenth business day Initial Shares at the Closing Time), after the date on which exercise of said option, except as otherwise agreed by the option shall have been exercisedRepresentatives and the Company, nor in any event prior to the Closing Time. If the option is exercisedexercised as to all or any portion of the Option Shares (to be delivered in the form of Option ADSs), the obligation of each Underwriter shall be to purchase from each of the Company Underwriters, acting severally and the Selling Shareholder the number of Option ADSs not jointly, will purchase that shall be the same percentage proportion of the total number of Option ADSs Shares (to be delivered in the form of Option ADSs) then being purchased by the several Underwriters as the percentage of which the number of Firm ADSs to be purchased by Initial Shares (delivered in the form of Initial ADSs) set forth in Schedule A opposite the name of such Underwriter from each of the Company and the Selling Shareholder is of bears to the total number of Firm ADSs Initial Shares (delivered in the form of Initial ADSs), subject, in each case, to be purchased by the several Underwriters, such adjustments as adjusted by the Representatives in such manner as the Representatives deem advisable their sole discretion shall make to avoid eliminate any sales or purchases of fractional ADSs. No Option ADSs shall be sold and delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (Gensight Biologics S.A.)

Option ADSs. On In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option Underwriters, severally and not jointly, to purchase up to 228,033 Option ADSs and the Selling Shareholder hereby grants to the several Underwriters an option to purchase up to 229,336 additional 522,000 Option ADSs, in each case at the same purchase price as the Firm ADSsper ADS set forth in Schedule A, for use solely in covering less an amount per share equal to any over-allotments made dividends or distributions declared by the Underwriters in Company and payable on the sale and distribution of Initial Securities but not payable on the Firm Option ADSs. The option hereby granted hereunder may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company and the Selling Shareholder setting forth the aggregate number of Option ADSs as to which the several Underwriters are then exercising the option and the time and date of payment and time, as delivery for such Option ADSs. Any such time and date of delivery (a “Date of Delivery”) shall be determined by you, when the Option ADSs are to be deliveredRepresentative, but in no event any Date of Delivery after the Closing Time shall not be later than seven full business days nor earlier than the First Closing Date (as defined below) nor (if not the First Closing Date) earlier than the second two full business day or later than the tenth business day days after the date on which exercise of said option, nor in any event prior to the option shall have been exercisedClosing Time. If the option is exercisedexercised as to all or any portion of the Option ADSs, the obligation of each Underwriter shall be to purchase from each of the Company Underwriters, acting severally and the Selling Shareholder the number of Option ADSs not jointly, will purchase that shall be the same percentage proportion of the total number of Option ADSs to be then being purchased by the several Underwriters as the percentage of which the number of Firm Initial ADSs to be purchased by set forth in Schedule A opposite the name of such Underwriter from each of the Company and the Selling Shareholder is of bears to the total number of Firm ADSs Initial ADSs, subject, in each case, to be purchased by the several Underwriters, as adjusted by the Representatives in such manner adjustments as the Representatives deem advisable Representative in its sole discretion shall make to avoid eliminate any sales or purchases of fractional ADSs. No Option ADSs shall be sold and delivered unless the Firm ADSs previously have been, or simultaneously are, sold and deliveredshares.

Appears in 1 contract

Samples: Underwriting Agreement (Akari Therapeutics PLC)

Option ADSs. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase up to 228,033 all or any portion of the Option ADSs and the Selling Shareholder hereby grants to the several Underwriters an option to purchase up to 229,336 Option ADSs, in each case at the same purchase price as the Firm ADSs, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm ADSs. The option granted hereunder may be exercised in whole or in part at any time from time to time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company and the Selling Shareholder setting forth the aggregate number of Option ADSs as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option ADSs are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor (if not the First Closing Date) earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from each of the Company and the Selling Shareholder the The number of Option ADSs that to be purchased by each Underwriter shall be the same percentage of the total number of Option ADSs to be purchased by the several Underwriters as the percentage of the number of Firm ADSs to be purchased by such Underwriter from each of the Company and the Selling Shareholder is of the total number of Firm ADSs to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional ADSs. No Option ADSs shall be sold and delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (Itamar Medical Ltd.)

Option ADSs. On In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option Underwriters, severally and not jointly, to purchase up to 228,033 an additional 1,320,000 Option ADSs and Shares (to be delivered in the Selling Shareholder hereby grants to the several Underwriters an option to purchase up to 229,336 form of Option ADSs), in each case at the same purchase price as the Firm ADSs, for use solely in covering any over-allotments made by the Underwriters per Option Share (to be delivered in the sale and distribution form of the Firm ADSs. an Option ADS) set forth in Schedule A. The option hereby granted hereunder may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and the Selling Shareholder setting forth the aggregate number of Option ADSs Shares (to be delivered in the form of Option ADSs) as to which the several Underwriters are then exercising the option and the time and date of payment and time, as delivery for such Option Shares (to be delivered in the form of Option ADSs). Such time and date of delivery (“Date of Delivery”) shall be determined by youthe Representatives, when but shall not be later than seven full business days, nor earlier than two full business days (unless delivery of the Option ADSs are Shares is to be delivered, but in no event earlier than occur concurrently with delivery of the First Initial Shares at the Closing Date Time (as defined below) nor (if not the First Closing Date) earlier than the second business day or later than the tenth business day )), after the date on which exercise of said option, except as otherwise agreed by the option shall have been exercisedRepresentatives and the Company, nor in any event prior to the delivery (règlement-livraison) of the Initial Shares at Closing Time. If the option is exercisedexercised as to all or any portion of the Option Shares (to be delivered in the form of Option ADSs), the obligation of each Underwriter shall be to purchase from each of the Company Underwriters, acting severally and the Selling Shareholder the number of Option ADSs not jointly, will purchase that shall be the same percentage proportion of the total number of Option ADSs Shares (to be delivered in the form of Option ADSs) then being purchased by the several Underwriters as the percentage of which the number of Firm ADSs to be purchased by Initial Shares (delivered in the form of Initial ADSs) set forth in Schedule A opposite the name of such Underwriter from each of the Company and the Selling Shareholder is of bears to the total number of Firm ADSs Initial Shares (delivered in the form of Initial ADSs), subject, in each case, to be purchased by the several Underwriters, such adjustments as adjusted by the Representatives in such manner as the Representatives deem advisable their sole discretion shall make to avoid eliminate any sales or purchases of fractional ADSs. No Option ADSs shall be sold and delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (Cellectis S.A.)

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