Option Notes. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase the Option Notes at the same price to be paid for the Initial Notes (without giving effect to any accrued interest from the Closing Time to the relevant Option Closing Time, as defined below). The option granted by this Section 2(b) may be exercised only to cover over-allotments, if any, in the sale of the Initial Notes. The option hereby granted 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 upon notice by the Representative to the Company setting forth the aggregate principal amount of Option Notes as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Notes. Any such time and date of delivery (each, an “Option Closing Time”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Notes, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Option Notes then being purchased which the aggregate principal amount of Initial Notes set forth in Schedule A opposite the name of such Underwriter bears to the aggregate principal amount of Initial Notes, subject, in each case, to such adjustments as the Representative in its sole discretion shall make as to be only in multiplies of $25.
Option Notes. One or more global notes (collectively, the “Option Global Note”) shall be delivered by or on behalf of the Company to the nominee of DTC for the respective accounts of the Underwriters, with any transfer taxes payable in connection with the sale of the Option Notes duly paid by the Company, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representatives by the Company. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, at the Designated Office, on the date specified by the Representatives in the notice given by the Representatives to the Company of the Underwriters’ election to purchase such Option Notes or on such other time and date as the Company and the Representatives may agree upon in writing. The Option Global Note will be made available for inspection by the Representatives not later than 1:00 p.m., New York City time, on the business day prior to the Option Closing Time.
Option Notes. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase the Option Notes at the same price to be paid for the Initial Notes (without giving effect to any accrued interest from the Closing Time to the relevant Date of Delivery, as defined below). The option hereby granted 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 upon notice by the Representative to the Company setting forth the aggregate principal amount of Option Notes as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Notes. Any such time and date of delivery (a “Date of Delivery”) shall be determined by Xxxxx Xxxxxxxx, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Notes, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Option Notes then being purchased which the aggregate principal amount of Initial Notes set forth in Schedule A opposite the name of such Underwriter bears to the aggregate principal amount of Initial Notes, subject, in each case, to such adjustments as Xxxxx Xxxxxxxx in its sole discretion shall make as to be only in multiplies of $25.
Option Notes. The Initial Purchasers may purchase all or less than all of that number of Notes (rounded up or down, as determined by the Initial Purchasers in their discretion, in order to avoid fractions) equal to $25,000,000 aggregate principal amount (the "Option Notes"). The purchase price to be paid for the Option Notes shall be the same price as the Notes purchased on the Closing Date. Each of the Company and the Issuer agrees that the Issuer shall sell to the Initial Purchasers the number of Option Notes specified in the written notice by SG Cowen. The option granted hereby may be exercised as to all or any xxxx xx the Option Notes not more than thirty (30) days subsequent to the date of this Agreement. No Option Notes shall be sold and delivered unless the Notes have been, or simultaneously are, sold and delivered. The right to place the Option Notes or any portion thereof may be surrendered and terminated at any time upon notice by SG Cowen to the Issuer. The option granted hereby may be exercxxxx xx written notice being given to the Issuer by SG Cowen setting forth the number of Optional Shares to be purchased xx xxx Xnitial Purchasers and the date and time for delivery of and payment for the Optional Shares. Each date and time for delivery of and payment for the Optional Shares (which may be the First Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. (The Option Closing Date and the First Closing Date are herein called the "Closing Dates".) The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Shares may be varied by agreement between the Company and SG Cowen.
Option Notes. In addition, payment of the purchase price for the Option Notes shall be made to the Company by wire transfer of immediately available funds or certified or official bank check payable in federal (same- day) funds at the offices of Proskauer Xxxx Xxxxx & Xxxxxxxxxx LLP located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (unless another place shall be agreed upon by the Underwriter and the Company), against delivery of the certificates for the Option Notes to the Underwriter for the account of the Underwriter. Such payment and delivery shall be made at ____ a.m., New York City time, on each Date of Delivery. At least one full business day preceding the relevant Date of Delivery, the Representative shall advise the Company and DTC, or the Trustee on its behalf, of the names and denominations in which the Option Notes are to be registered. The Company shall authorize and direct the Trustee to present at the relevant Date of Delivery the Note Register evidencing ownership of the Option Notes.
Option Notes. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants the Option to the Initial Purchasers to purchase, severally and not jointly, the Option Notes at the same price as the Initial Purchasers shall pay for the Firm Notes and the principal amount of the Option Notes to be sold to each Initial Purchaser shall be that principal amount which bears the same ratio to the aggregate principal amount of Option Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser in Schedule A hereto, plus any additional principal amount of Notes which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 hereof. The Option may be exercised only to cover over-allotments in the sale of the Firm Notes by the Initial Purchasers. The Option may be exercised from time to time and may be exercised in whole or in part at any
Option Notes. Payment for any Option Notes shall be made by wire transfer of immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of DTC for the account of each Underwriter, of one or more Global Notes, with any transfer or other taxes payable in connection with the sale of any Option Notes duly paid by the Company. The Company will cause the Global Notes to be made available for checking at least twenty-four hours prior to the Option Closing Time. The time and date of such delivery and payment shall be 9:30 A.M., Eastern time, on the date specified by the Representative in the notice given by the Representative to the Company of the Underwriters’ election to purchase such Option Notes or on such other time and date as the Company and the Representative may agree upon in writing.
Option Notes. Prior to the Closing, each Option Seller (other than Brooks) shall deliver his respective Options to the respective Parent Xxxxxxy in exchange for a promissory note in the form attached hereto as Exhibit B (each such note, an "Option Note"). The aggregate principal amount of each such Option Note shall equal the amount set forth for the respective Option Seller (other than Brooks) in Section 1.1(c) of the Disclosure Letter. At least twenty (20) xxxs before issuing the Option Notes, the Parent Companies shall deliver to Buyer a calculation of the amount of Tax required to be withheld with respect to the issuance of and/or payment under each Option Note (the "Preliminary Option Withholding Tax Amounts"). Buyer shall provide comments on the Preliminary Option Withholding Tax Amounts within ten (10) days after delivery by the Parent Companies and the Preliminary Option Withholding Tax Amounts shall be adjusted to reflect any changes reasonably requested by Buyer (the "Final Option Withholding Tax Amounts"). Payments made pursuant to the Option Notes by a Parent Company shall be net of the relevant Final Option Withholding Tax Amounts.
Option Notes. Reject* Rejects payment for the individual visit. All others that are au- thorised (green) will be paid. Pending* Sets an individual visit to pending status. Pay to commis- sioned* Adjusts the individual actual visits behind the invoice line, that isbelow the commissioned invoice value, to the commissioned value. Cap at commis- sioned** Adjusts the individual actual visits behind the invoice line, that are above the commissioned invoice value, to the commissionedvalue. Amend Amount Allows a local authority user to change the invoice value for the individual visit Amend Duration Allows the user to alter the invoice duration which then recalcu-lates the invoice value for the individual visit *Available to local authority users only **Available to local authority and provider users. This function is optional for either type of user and can be inclusive of over delivery tolerances. Once the invoice arbitration is complete (all lines are green) and both the provider and local authority a satisfied, a final invoice is created. This is a one-time time process that cannot be reversed by a provider or local authority user. A final invoice groups all authorised pending invoice lines into a single line. Provider and local authority users can create final invoices. This process is permission based and can be restricted to certain individuals.
