Common use of Option Notes Clause in Contracts

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 Firm 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 XX Xxxxx and XX Xxxxxx. The option granted hereby may be exercised as to all or any part of the Option Notes not more than thirteen (13) days subsequent to the date of this Agreement. No Option Notes shall be sold and delivered unless the Firm 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 XX Xxxxx and XX Xxxxxx to the Issuer. The option granted hereby may be exercised by written notice being given to the Issuer by XX Xxxxx and XX Xxxxxx setting forth the number of Option Notes to be purchased by the Initial Purchasers and the date and time for delivery of and payment for the Option Notes. Each date and time for delivery of and payment for the Option Notes (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 Option Notes may be varied by agreement between the Company, XX Xxxxx and XX Xxxxxx.

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 Initial Purchasers, severally and not jointly, to purchase $75,000,000 aggregate principal amount of Option Notes at the same purchase price as the Initial Notes, plus accrued interest, if any, from the Closing Date to the Additional Closing Time. The option hereby granted will expire 13 days after the Closing Date and may be exercised in whole or in part from time to time (but not more than two (2) times without the written consent of the Company) only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Notes upon written notice by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Initial Purchasers may purchase all or less than all are then exercising the option and the time and date of that number payment and delivery for such Option Notes. Any such time and date of Notes delivery (rounded up or downeach, as an “Additional Closing Time”) shall be determined by the Initial Purchasers Representatives, but shall not be later than seven full business days after the exercise of said option, nor in their discretion, in order any event prior 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 Firm Notes purchased on the Closing DateTime, as hereinafter defined. Each of If 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 XX Xxxxx and XX Xxxxxx. The option granted hereby may be is exercised as to all or any part portion of the Option Notes Notes, each of the Initial Purchasers, acting severally and not more than thirteen (13) days subsequent to jointly, will purchase that proportion of the date of this Agreement. No Option Notes shall be sold and delivered unless the Firm 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 XX Xxxxx and XX Xxxxxx to the Issuer. The option granted hereby may be exercised by written notice being given to the Issuer by XX Xxxxx and XX Xxxxxx setting forth the number aggregate principal amount of Option Notes then being purchased which the principal amount of Initial Notes set forth in Schedule A opposite the name of such Initial Purchaser bears to be purchased by the aggregate principal amount of Initial Purchasers and the date and time for delivery of and payment for the Option Notes. Each date and time for delivery of and payment for the Option Notes (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 Option Notes may be varied by agreement between the Company, XX Xxxxx and XX Xxxxxx.

Option Notes. The Initial Purchasers may (a) 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, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Notes only, a nontransferable option to purchase, at the purchase all or less than all of that number of price per Note for the Firm Notes (rounded up or downset forth in Section 3 hereof, as determined by the Initial Purchasers in their discretion, in order to avoid fractions) equal to $25,000,000 15,000,000 aggregate principal amount (the "of Option Notes"). Such option may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part during the period of thirty (30) days after the date on which the Firm Notes are initially offered to the public, by giving written notice to the Company. The purchase price principal amount of Option Notes to be paid for purchased by each Underwriter upon the Option Notes exercise of such option shall be the same price as the Firm Notes purchased on the Closing Date. Each proportion 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 XX Xxxxx and XX Xxxxxx. The option granted hereby may be exercised as to all or any part of the Option Notes not more than thirteen (13) days subsequent to the date of this Agreement. No Option Notes shall be sold and delivered unless the Firm 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 XX Xxxxx and XX Xxxxxx to the Issuer. The option granted hereby may be exercised by written notice being given to the Issuer by XX Xxxxx and XX Xxxxxx setting forth the number total principal amount of Option Notes to be purchased by the Initial Purchasers and several Underwriters pursuant to the date and time for delivery exercise of and payment for such option as the Option Notesprincipal amount of Firm Notes purchased by such Underwriter (set forth in Schedule A hereto) bears to the total principal amount of Firm Notes purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid Notes of less than $1,000 in principal amount. Each date and time for delivery Delivery of and payment for the Option Notes (which to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same-day funds paid to an account designated by the Company. Such delivery and payment shall take place at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 xx at such other place as may be agreed upon among the First Representatives and the Company (i) on the Closing Date, but not earlierif written notice of the exercise of such option is received by the Company at least two (2) is herein called full business days prior to the "Option Closing Date" and , or (ii) on a date which shall in no event not be earlier later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days nor later than five prior to the Closing Date. The Option Notes to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (51) full business day prior to the date of payment 29 30 and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full 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 prior to such date of payment forand delivery. If the Representatives so elect, delivery of the Option Notes may be varied made by agreement between credit through full fast transfer to the Companyaccounts at The Depository Trust Company designated by the Representatives. It is understood that you, XX Xxxxx individually, and XX Xxxxxxnot as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Notes to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Option Notes. The Initial Purchasers may In addition, subject to the terms and conditions and in reliance upon the representations, warranties and agreement herein set forth, the Company grants to the Underwriters an option to 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 at the same purchase price referred to above in Section 2(a) plus accrued interest, if any, from August 12, 2016 to the applicable Option Closing Date (as the Firm Notes purchased on the Closing Datedefined below). Each of the Company Underwriter agrees, severally and the Issuer agrees that the Issuer shall sell not jointly, to the Initial Purchasers purchase the number of Option Notes specified in that bears the written notice by XX Xxxxx and XX Xxxxxx. The option granted hereby may be exercised as to all or any part of the Option Notes not more than thirteen (13) days subsequent same proportion to the date of this Agreement. No Option Notes shall be sold and delivered unless the Firm 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 XX Xxxxx and XX Xxxxxx to the Issuer. The option granted hereby may be exercised by written notice being given to the Issuer by XX Xxxxx and XX Xxxxxx setting forth the total number of Option Notes to be purchased sold as the number of Firm Notes set forth on Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Notes. The option granted herein may be exercised by the Initial Purchasers Representatives on behalf of the several Underwriters at any time and from time to time on or before the 30th day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Option Notes as to which the option granted hereby is being exercised and the date and time for delivery of and payment for the Option Notes. Each date and time for delivery of and payment for when the Option Notes are to be delivered (which may be any such time and date being referred to as the First Closing Date, but not earlier) is herein called the "“Option Closing Date" and ”); provided, however, that no Option Closing Date shall in no event be earlier than two the Closing Date (2as defined below) nor earlier than the second business days day after the date on which the option shall have been exercised for any exercise of the option after the Closing Date nor later than five (5) the fifth business days day after written notice is given. (The Option Closing Date and the First Closing Date are herein called date on which the "Closing Datesoption shall have been exercised.") The Option Closing Date and the location of delivery of, and the form of payment for, the Option Notes may be varied by agreement between the Company, XX Xxxxx and XX Xxxxxx.

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 an additional $25,000,000 15,000,000 aggregate principal amount of 4.375% Convertible Subordinated Notes due 2012 (the "Option Notes"). The Company agrees to sell to each Initial Purchaser named in Schedule A hereto, and each such Initial Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price equal to be paid for the Option Notes shall be the same price as the Firm Notes purchased on the Closing Date. Each , the principal amount of the Company and the Issuer agrees that the Issuer shall sell Option Notes (subject to such adjustments as the Initial Purchasers in their discretion may determine so that no Initial Purchaser shall be obligated to purchase Option Notes other than in authorized denominations) that bears the same proportion to the aggregate principal amount of Option Notes to be purchased as the number of Option Firm Notes specified set forth opposite the name of such Initial Purchaser in Schedule A hereto bears to the written notice by XX Xxxxx and XX Xxxxxxaggregate principal amount of Firm Notes. The option granted hereby may be exercised as to all or any part of the Option Notes not more than thirteen (13) 30 days subsequent to the date of this Agreement. No Option Notes shall be sold and delivered unless the Firm 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 XX Xxxxx and XX Xxxxxx the Representative to the IssuerCompany. The option granted hereby may be exercised by written notice being given to the Issuer Company by XX Xxxxx and XX Xxxxxx Representative setting forth the number aggregate principal amount of Option Notes to be purchased by the Initial Purchasers and the date and time for delivery of and payment for the Option Notes. Each date and time for delivery of and payment for the Option Notes (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 called, collectively, the "Closing Dates." and, each, a ") Closing Date"). The Option Closing Date and the location of delivery of, and the form of payment for, the Option Notes may be varied by agreement between the Company, XX Xxxxx Company and XX Xxxxxxthe Representative.

Option Notes. The Initial Purchasers may In addition, upon the basis of the representations and warranties and other terms and conditions herein set forth, at the 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) price equal to $25,000,000 aggregate principal amount (the "Option Notes"). The purchase price to be paid for 24.25 per Note, plus accrued interest, if any, from February 10, 2021 if the Option Notes shall be Closing Time (as defined below) occurs after that date to but excluding the same price as day on which the Firm Notes purchased on the Option Closing Date. Each of Time occurs, the Company and the Issuer agrees that the Issuer shall sell hereby grants an option to the Initial Purchasers Underwriters, acting severally and not jointly, to purchase from the number of Option Notes specified in the written notice by XX Xxxxx and XX Xxxxxx. The option granted hereby may be exercised as to Company, all or any part of the Option Notes, plus any additional principal amount of Option Notes not more than thirteen (13) days subsequent in the same proportion which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, solely to cover over-allotments, if any. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period upon notice by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are then exercising the option and the time and date of this Agreementpayment and delivery for such Option Notes. No Any such time and date of delivery (an “Option Closing Time”) shall be determined by the Representatives, but shall not be later than five 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. 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 its proportionate share of the principal amount of Option Notes then being purchased based on its proportionate share of the principal amount of Initial Notes set forth in Schedule I opposite the name of such Underwriter, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall be sold and delivered unless the Firm Notes have been, make to eliminate any sales or simultaneously are, sold and delivered. The right to place purchases of the Option Notes or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx and XX Xxxxxx to the Issuer. The option granted hereby may be exercised by written notice being given to the Issuer by XX Xxxxx and XX Xxxxxx setting forth the number of Option Notes to be purchased by the Initial Purchasers and the date and time for delivery of and payment for the Option Notes. Each date and time for delivery of and payment for the Option Notes (which may be the First Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be earlier denominations other 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$25.00.") The Option Closing Date and the location of delivery of, and the form of payment for, the Option Notes may be varied by agreement between the Company, XX Xxxxx and XX Xxxxxx.

Option Notes. The Initial Purchasers may In addition, upon the basis of the representations and warranties and other terms and conditions herein set forth, at the 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) price equal to $25,000,000 aggregate principal amount (the "Option Notes"). The purchase price to be paid for 24.5885 per Note, plus accrued interest, if any, from December 2, 2019 if the Option Notes shall be Closing Time (as defined below) occurs after that date to but excluding the same price as day on which the Firm Notes purchased on the Option Closing Date. Each of Time occurs, the Company and the Issuer agrees that the Issuer shall sell hereby grants an option to the Initial Purchasers Underwriters, acting severally and not jointly, to purchase from the number of Option Notes specified in the written notice by XX Xxxxx and XX Xxxxxx. The option granted hereby may be exercised as to Company, all or any part of the Option Notes, plus any additional principal amount of Option Notes not more than thirteen (13) days subsequent in the same proportion which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, solely to cover over-allotments, if any. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period upon notice by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are then exercising the option and the time and date of this Agreementpayment and delivery for such Option Notes. No Any such time and date of delivery (an “Option Closing Time”) shall be determined by the Representatives, but shall not be later than five 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. 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 its proportionate share of the principal amount of Option Notes then being purchased based on its proportionate share of the principal amount of Initial Notes set forth in Schedule I opposite the name of such Underwriter, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall be sold and delivered unless the Firm Notes have been, make to eliminate any sales or simultaneously are, sold and delivered. The right to place purchases of the Option Notes or any portion thereof may be surrendered and terminated at any time upon notice by XX Xxxxx and XX Xxxxxx to the Issuer. The option granted hereby may be exercised by written notice being given to the Issuer by XX Xxxxx and XX Xxxxxx setting forth the number of Option Notes to be purchased by the Initial Purchasers and the date and time for delivery of and payment for the Option Notes. Each date and time for delivery of and payment for the Option Notes (which may be the First Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be earlier denominations other 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$25.00.") The Option Closing Date and the location of delivery of, and the form of payment for, the Option Notes may be varied by agreement between the Company, XX Xxxxx and XX Xxxxxx.

Option Notes. The Initial Purchasers may purchase all or less than all On the basis of that number of Notes (rounded up or downthe representations and warranties herein contained and subject to the terms and conditions herein set forth, as determined by the Company hereby grants the Option to the Initial Purchasers in their discretionto purchase, in order to avoid fractions) equal to $25,000,000 aggregate principal amount (the "Option Notes"). The purchase price to be paid for severally and not jointly, the Option Notes shall be at the same price as the Initial Purchasers shall pay for the Firm 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 XX Xxxxx and XX Xxxxxx. The option granted hereby may be exercised as to all or any part 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 time not more than thirteen (13) 30 days subsequent to the date of this Agreement. No Option Notes shall be sold and delivered unless the Firm 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 Agreement upon notice in writing or by XX Xxxxx and XX Xxxxxx facsimile by the Representatives to the Issuer. The option granted hereby may be exercised by written notice being given to the Issuer by XX Xxxxx and XX Xxxxxx Company setting forth the number amount (which shall be an integral multiple of $1,000) of Option Notes as to be purchased by which the Initial Purchasers and are exercising the Option. The date and time for the delivery of and payment for the Option Notes. Each date and time for delivery of and payment for the , being herein referred to as an "Option Notes (Delivery Date", which may be the First Closing Delivery Date (the First Delivery Date and the Option Delivery Date, if any, being sometimes referred to as a "Delivery Date"), shall be determined by the Initial Purchasers but shall 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) seven full business days after written notice of election to purchase Option Notes is given. (The Option Closing Date and the First Closing Date are herein called the "Closing Dates.") The Option Closing Date and the location Delivery of delivery of, and the form of payment for, the Option Notes may shall be varied made to the Initial Purchasers against payment of the purchase price by agreement between the Company, XX Xxxxx and XX XxxxxxInitial Purchasers.

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 Firm 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 XX Xxxxx and XX XxxxxxSG Cowen. The option granted hereby may be exercised as to all or any part of xxxx xx the Option Notes not more than thirteen thirty (1330) days subsequent to the date of this Agreement. No Option Notes shall be sold and delivered unless the Firm 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 XX Xxxxx and XX Xxxxxx SG Cowen to the Issuer. The option granted hereby may be exercised by exercxxxx xx written notice being given to the Issuer by XX Xxxxx and XX Xxxxxx SG Cowen setting forth the number of Option Notes Optional Shares to be purchased by the Initial xx xxx Xnitial Purchasers and the date and time for delivery of and payment for the Option NotesOptional Shares. Each date and time for delivery of and payment for the Option Notes 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 Option Notes Optional Shares may be varied by agreement between the Company, XX Xxxxx Company and XX XxxxxxSG Cowen.