Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 6 contracts
Samples: Underwriting Agreement (Nuveen Build America Bond Fund), Underwriting Agreement (Nuveen Build America Bond Fund), Underwriting Agreement (Nuveen Enhanced Municipal Value Fund)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up the Option Securities at a price per share equal to an additional [—] Common Shares the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 4 contracts
Samples: Underwriting Agreement (Immunomedics Inc), Underwriting Agreement (Immunomedics Inc), Underwriting Agreement (Immunomedics Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase up purchase, ratably in accordance with the number of Initial Securities to an additional [—] be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Shares Unit equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less Common Unit for any Option Securities shall be reduced by an amount per share Common Unit equal to any dividends distributions declared, paid or distributions declared payable by the Fund and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofunits.
Appears in 4 contracts
Samples: Underwriting Agreement (CONE Midstream Partners LP), Underwriting Agreement (CONE Midstream Partners LP), Underwriting Agreement (QEP Midstream Partners, LP)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Trust hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Trust and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Trust setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 4 contracts
Samples: Purchase Agreement (Clough Global Allocation Fund), Purchase Agreement (Clough Global Equity Fund), Purchase Agreement (Clough Global Opportunities Fund)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the respective numbers of Option Securities set forth opposite the names of the Company in Exhibit F hereto at a price per share equal to the aggregate at price per Initial Security referred to in Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 11), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit F opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit F, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 4 contracts
Samples: Underwriting Agreement (Ares Commercial Real Estate Corp), Underwriting Agreement (Ares Commercial Real Estate Corp), Underwriting Agreement (Ares Commercial Real Estate Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase additional shares of Common Stock up to an additional [—] Common Shares the amount set forth in the aggregate Schedule A, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Shareholder and the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time or prior to the date that is two full business days after such notice is provided (except in the event the Representatives determine a Date of Delivery to occur at the Closing Time, as hereinafter defined). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 4 contracts
Samples: Underwriting Agreement (National Australia Bank LTD), Underwriting Agreement (Great Western Bancorp, Inc.), Underwriting Agreement (National Australia Bank LTD)
Option Securities. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price set forth in paragraph (a) above (without giving effect to any accrued interest from the Closing Time to the applicable Option Closing Time), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up from the Company, all or any part of the Option Securities, plus any additional aggregate principal amount of Option Securities which such Underwriter may become obligated to an additional [—] Common Shares purchase pursuant to the provisions of Section 9 hereof. The option granted by this Section 1(b) may be exercised only to cover over-allotments, if any, in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on sale of the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 thirty (30) days after the date hereof hereof, and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may within such period. Such option shall be made in connection with the offering and distribution of the Initial Securities exercised upon written notice by the Representatives Representative to the Fund Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment for and delivery for of such Option Securities. Any such time and date of delivery and payment (a an “Date of DeliveryOption Closing Time”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven three (3) full business days (or earlier, without the consent of the Company, than two (2) full business days) after the exercise of said such option, nor in any event prior to the Closing Time, Time (as hereinafter defineddefined below). If the option is exercised as to all or any portion of the Option Securities, the Company will sell that aggregate principal amount of Option Securities then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number aggregate principal amount of Option Securities then being purchased which the number aggregate principal amount of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number aggregate principal amount of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number aggregate principal amount of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities.
Appears in 3 contracts
Samples: Underwriting Agreement (Suro Capital Corp.), Underwriting Agreement (OFS Capital Corp), Underwriting Agreement (OFS Capital Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 428,571 shares of Common Shares in the aggregate Stock, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives GAF to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesGAF, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven three full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased purchased, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, which the number of Initial Option Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx GAF in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 3 contracts
Samples: Underwriting Agreement (Banuestra Financial CORP), Underwriting Agreement (Banuestra Financial CORP), Underwriting Agreement (Banuestra Financial CORP)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 3 contracts
Samples: Purchase Agreement (Pioneer Floating Rate Trust), Purchase Agreement (Scudder Commodities Stock Fund, Inc.), Purchase Agreement (Eaton Vance Short Duration Diversified Income Fund)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase up purchase, ratably in accordance with the number of Initial Securities to an additional [—] Common Shares in be purchased by each Underwriter, all or a portion of the aggregate Option Securities at the a price per share set forth in Schedule B, less an amount per share Common Unit equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesPurchase Price referred to in Section 2(a) above. The option hereby granted will expire 45 days at the close of business on the 30th day after the date hereof (such thirty-day period, the “Option Period”) and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofunits.
Appears in 3 contracts
Samples: Underwriting Agreement (LRR Energy, L.P.), Underwriting Agreement (LRR Energy, L.P.), Underwriting Agreement (LRR Energy, L.P.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company and the Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,243,200 shares of Common Shares Stock set forth in the aggregate Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time on one or more occasions only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Xxxxxxx Xxxxx to the Fund Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesXxxxxxx Xxxxx, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, first from the Selling Shareholders on a pro rata basis in accordance with the number of Option Securities of each of the Selling Shareholders set forth in Schedule B and then from the Company, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 3 contracts
Samples: Purchase Agreement (RBC Bearings INC), Purchase Agreement (RBC Bearings INC), Purchase Agreement (RBC Bearings INC)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the total number of Option Securities set forth above at a price per share equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to each of the Underwriters, and each of the Underwriters, acting severally and not jointly, will purchase from the Company, that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 3 contracts
Samples: Underwriting Agreement (SeaSpine Holdings Corp), Underwriting Agreement (SeaSpine Holdings Corp), Underwriting Agreement (SeaSpine Holdings Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants Company may grant, if so provided in the Terms Agreement, an option to the UnderwritersUnderwriters named in the Terms Agreement, severally and not jointly, to purchase up to an additional [—] Common Shares the number or principal amount of Option Securities set forth therein at the same price per security (plus, except as otherwise provided in the aggregate at Terms Agreement, interest, if any, accrued and unpaid from the price per share set forth Closing Time until the applicable Date of Delivery, and less, except as otherwise provided in Schedule Bthe Terms Agreement, less an amount per share equal to any dividends or distributions declared by the Fund Company and paid or payable on the Initial initial Offered Securities but not payable on the Option Securities), as is applicable to the Offered Securities. The option hereby granted Such option, if granted, will expire 45 30 days after the date hereof of the Terms Agreement, and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Offered Securities upon written notice by the Representatives to the Fund Company setting forth the number or principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days and not earlier than two full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined, unless otherwise agreed upon by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that the proportion of the total number or principal amount of Option Securities then being purchased which that the number or principal amount of Initial Immediate Delivery Offered Securities each such Underwriter has agreed to purchase, as set forth in Schedule A opposite the name of such Underwriter Terms Agreement, bears to the total number principal amount of Initial Immediate Delivery Offered Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases in less than authorized denominations or of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter shares, as the case may become obligated to purchase pursuant to the provisions of Section 10 hereofbe.
Appears in 3 contracts
Samples: Underwriting Agreement (Jabil Circuit Inc), Terms Agreement (Jabil Circuit Inc), Underwriting Agreement (Jabil Circuit Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up the Option Securities at a price per share equal to an additional [—] Common Shares the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on such Option Securities. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of Option Securities then being purchased as the number of Initial Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 8(b)), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, and the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit A opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit A, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8(b) hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 3 contracts
Samples: Underwriting Agreement (Healthcare Trust of America Holdings, LP), Underwriting Agreement (Healthcare Trust of America Holdings, LP), Underwriting Agreement (Healthcare Trust of America Holdings, LP)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the respective numbers of Option Securities set forth in Exhibit A hereto at a price per share equal to the aggregate at Purchase Price referred to in Section 2(a) hereof; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Company will sell to the Underwriters, acting severally and not jointly, the respective number of Option Securities set forth in Exhibit A hereto (or, if applicable, the proportion thereof as set forth below), and each Underwriter, severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which that the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Spire Inc), Underwriting Agreement (Laclede Group Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the respective numbers of Option Securities set forth opposite the names of the Underwriters in Exhibit A hereto at a price per ADS equal to the aggregate at Purchase Price referred to in Section 2(a) above; provided that the price per share set forth in Schedule B, less ADS for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: Underwriting Agreement (RedHill Biopharma Ltd.), Underwriting Agreement (RedHill Biopharma Ltd.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate at the price per share set forth in Schedule SCHEDULE B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule SCHEDULE A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Samples: Purchase Agreement (Advent/Claymore Enhanced Growth & Income Fund), Purchase Agreement (Madison Claymore Covered Call Fund)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—_____] shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Merrill Lynch to the Fund Company setting forth the number of Option Securities as to which Securixxxx xx xx xxich the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the RepresentativesMerrill Lynch, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise afxxx xxx xxxxxise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx Merrill Lynch in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofpxxxxxxxs xx xractional shares.
Appears in 2 contracts
Samples: Purchase Agreement (Caribou Coffee Company, Inc.), Purchase Agreement (Caribou Coffee Company, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthforth herein, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,050,000 shares of Common Shares Stock at a price per share equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, and may be the Closing Date (as hereinafter defined), but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Arbor Realty Trust Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common •]Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Samples: Purchase Agreement (Nuveen Municipal High Income Opportunity Fund 2), Purchase Agreement (Nuveen Municipal High Income Opportunity Fund 2)
Option Securities. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the Underwriters an option to purchase all or any portion of the UnderwritersOption Shares and/or Option Warrants at the same purchase prices as the Firm Shares and Firm Warrants, severally and not jointlyrespectively, to purchase up to an additional [—] Common Shares for use solely in covering any over-allotments made by the Underwriters in the aggregate at sale and distribution of the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesFirm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made this Agreement upon notice (confirmed in connection with the offering and distribution of the Initial Securities upon written notice writing) by the Representatives Representative to the Fund Company setting forth the aggregate number of Option Securities Shares and/or Option Warrants as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares and/or Option Warrants are to be registered and the time date and date of payment and delivery for such time, as determined by the Representative, when the Option Securities. Any Shares and/or Option Warrants are to be delivered, such time and date of delivery (a being herein referred to as the “Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option is being exercised nor later than seven full business days after shall have been exercised. No Option Securities shall be sold and delivered unless the exercise of said optionFirm Securities previously have been, nor in any event prior or simultaneously are, sold and delivered. The Option Securities will be delivered by the Company to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion Underwriters against payment of the Option purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Northland Securities, each of Inc., 00 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000 or such other location as may be mutually acceptable at 9:00 a.m., Eastern time, on the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofSecond Closing Date.
Appears in 2 contracts
Samples: Underwriting Agreement, Underwriting Agreement (AMERI Holdings, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Fund Selling Shareholders indicated on Schedule C hereto hereby grants an option to the U.S. Underwriters, severally and not jointly, to purchase up to an the additional [—] number of Common Shares set forth in the aggregate Schedule C at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. B. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial U.S. Securities upon written notice by the U.S. Representatives to the Fund Selling Shareholders setting forth the number of Option U.S. Securities as to which the several U.S. Underwriters are then exercising the option and the U.S. time and date of payment and delivery for such Option U.S. Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the U.S. Representatives, but shall not be earlier than the second day after the date on which the option is being exercised two nor later than seven full business days after the exercise of said optionoption in writing, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option U.S. Securities, each of the U.S. Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option U.S. Securities then being purchased which the number of Initial U.S. Securities set forth in Schedule A opposite the name of such U.S. Underwriter bears to the total number of Initial U.S. Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the U.S. Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional shares. If the option is exercised as to less than all of the Option U.S. Securities, the Selling Shareholders will sell additional Common Shares to the U.S. Underwriters pro rata on the basis of the number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.Common Shares set forth in Schedule C.
Appears in 2 contracts
Samples: u.s. Purchase Agreement (Renaissancere Holdings LTD), u.s. Purchase Agreement (Renaissancere Holdings LTD)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—•] shares of Common Shares Stock, as may be necessary to cover overallotments made in connection with the aggregate offering of the Initial Securities, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Time, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedTime (unless such time and date are postponed in accordance with Section 10 hereof). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Runway Growth Finance Corp.), Underwriting Agreement (Runway Growth Finance Corp.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] shares of Common Shares Stock, as may be necessary to cover overallotments made in connection with the aggregate offering of the Initial Securities, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Time, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedTime (unless such time and date are postponed in accordance with Section 10 hereof). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Kayne Anderson BDC, Inc.), Underwriting Agreement (Nuveen Churchill Direct Lending Corp.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the respective numbers of Option Securities from the Company at a price per share equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day two full business days after the date on which the exercise of such option (unless such option is being exercised nor concurrently with the Closing Date) or later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which as the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, provided that the total number of Securities shall not be reduced by such adjustment.
Appears in 2 contracts
Samples: Underwriting Agreement (Carvana Co.), Underwriting Agreement (Carvana Co.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] shares of Common Shares Stock in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx Mxxxxxx Lxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Samples: Purchase Agreement (SunAmerica Focused Alpha Growth Fund, Inc.), Purchase Agreement (SunAmerica Focused Alpha Large-Cap Fund, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up purchase, in addition to an additional [—] Common Shares in the aggregate Initial Securities, the amount of Option Securities set forth opposite the name of the Company on Schedule B at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, then each of the Underwriters, acting severally and not jointly, will purchase from the Company that proportion of the total number of Option Securities then being purchased which from the Company that the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Taylor Capital Group Inc), Underwriting Agreement (Taylor Capital Group Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company and the Selling Shareholders hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in 888,158 Option Securities from the aggregate at Company and an additional 2,072,368 Option Securities from the price per share Selling Shareholders, respectively, as set forth in Schedule B, at the price per ADS set forth in Schedule C, less an amount amount, if any, per share ADS equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice two Business Days (as defined below) prior to the date and time of delivery specified therein by the Representatives Representative to the Fund Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days Business Days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Business Day means any day that is not a fractional number Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the State of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofNew York.
Appears in 2 contracts
Samples: Underwriting Agreement (SinoTech Energy LTD), Underwriting Agreement (SinoTech Energy LTD)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase up purchase, ratably in accordance with the number of Initial Securities to an additional [—] Common Shares in be purchased by each Underwriter, all or a portion of the aggregate Option Securities at the a price per share set forth in Schedule B, less an amount per share Common Unit equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesPurchase Price referred to in Section 2(a) above. The option hereby granted will expire 45 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofunits.
Appears in 2 contracts
Samples: Underwriting Agreement (NGL Energy Partners LP), Underwriting Agreement (NGL Energy Partners LP)
Option Securities. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, shall have the Fund hereby grants an option to the Underwriterspurchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from October 5, 2018 to purchase up the date of payment and delivery. If any Option Securities are to an additional [—] Common Shares in be purchased, the principal amount of Option Securities to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate at principal amount of Option Securities being purchased as the price per share principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Schedule B, less an Section 12 hereof) bears to the aggregate principal amount per share equal to any dividends or distributions declared of Underwritten Securities being purchased from the Company by the Fund and payable on several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000.00 as the Initial Securities but not payable on the Option SecuritiesRepresentatives in their sole discretion shall make. The Underwriters may, by notice as provided in the immediately following sentence, exercise the option hereby granted to purchase Option Securities at any time in whole, or in part, provided that the Additional Closing Date with respect thereto will expire 45 days in no event be (x) earlier than the Closing Date; (y) later than the thirteenth day from, and including, the Closing Date; or (z) later than the tenth full business day (as hereinafter defined) after the date hereof and of such notice. Such option may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon by written notice by from the Representatives to the Fund Company setting forth the number aggregate principal amount of Option Securities plus accrued interest, if any, as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full and the date and time when the Option Securities are to be delivered and paid for. Any such notice shall be given at least two business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion date and time of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofdelivery specified therein.
Appears in 2 contracts
Samples: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthforth herein, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 975,000 shares of Common Shares Stock at a price per share equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, and may be the Closing Date (as hereinafter defined), but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Arbor Realty Trust Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] Common Shares Ordinary Shares, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Clarivate Analytics PLC), Underwriting Agreement (Clarivate Analytics PLC)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] 420,000 Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a “"Date of Delivery”") shall be determined by the RepresentativesGlobal Coordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the UnderwritersInternational Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such Underwriter International Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Global Coordinator in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: International Purchase Agreement (Vornado Realty Trust), International Purchase Agreement (Vornado Realty Trust)
Option Securities. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, shall have the Fund hereby grants an option to the Underwriterspurchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from August 21, 2017 to purchase up the date of payment and delivery. If any Option Securities are to an additional [—] Common Shares in be purchased, the principal amount of Option Securities to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate at principal amount of Option Securities being purchased as the price per share principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Schedule B, less an Section 12 hereof) bears to the aggregate principal amount per share equal to any dividends or distributions declared of Underwritten Securities being purchased from the Company by the Fund and payable on several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000.00 as the Initial Securities but not payable on the Option SecuritiesRepresentatives in their sole discretion shall make. The Underwriters may, by notice as provided in the immediately following sentence, exercise the option hereby granted to purchase Option Securities at any time in whole, or in part, provided that the Additional Closing Date with respect thereto will expire 45 days in no event be (x) earlier than the Closing Date; (y) later than the thirteenth day from, and including, the Closing Date; or (z) later than the tenth full business day (as hereinafter defined) after the date hereof and of such notice. Such option may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon by written notice by from the Representatives to the Fund Company setting forth the number aggregate principal amount of Option Securities plus accrued interest, if any, as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full and the date and time when the Option Securities are to be delivered and paid for. Any such notice shall be given at least two business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion date and time of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofdelivery specified therein.
Appears in 2 contracts
Samples: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up the Option Securities at a price per share equal to an additional [—] Common Shares the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representative in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Gray Television Inc), Underwriting Agreement (Gray Television Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Samples: Purchase Agreement (ING Global Advantage & Premium Opportunity Fund), Purchase Agreement (Advent/Claymore Global Convertible Securities & Income Fund)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up the Option Securities at a price per share equal to an additional [—] Common Shares the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 11 hereof), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: Underwriting Agreement (KKR Real Estate Finance Trust Inc.), Underwriting Agreement (KKR Real Estate Finance Trust Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentatives as set forth in the notice, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Bloomin' Brands, Inc.), Underwriting Agreement (Bloomin' Brands, Inc.)
Option Securities. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the Underwriters an option to purchase all or any portion of the UnderwritersOption Shares and/or Option Warrants at the same purchase prices as the Firm Shares and Firm Warrants, severally and not jointlyrespectively, to purchase up to an additional [—] Common Shares for use solely in covering any over-allotments made by the Underwriters in the aggregate at sale and distribution of the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesFirm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made this Agreement upon notice (confirmed in connection with the offering and distribution of the Initial Securities upon written notice writing) by the Representatives Representative to the Fund Company setting forth the aggregate number of Option Securities Shares and/or Option Warrants as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares and/or Option Warrants are to be registered and the time date and date of payment and delivery for such time, as determined by the Representative, when the Option Securities. Any Shares and/or Option Warrants are to be delivered, such time and date of delivery (a being herein referred to as the “Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option is being exercised nor later than seven full business days after shall have been exercised. No Option Securities shall be sold and delivered unless the exercise of said optionFirm Securities previously have been, nor in any event prior or simultaneously are, sold and delivered. The Option Securities will be delivered by the Company to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion Underwriters against payment of the Option purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Northland Securities, each of Inc., 40 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000 or such other location as may be mutually acceptable at 9:00 a.m., Eastern time, on the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofSecond Closing Date.
Appears in 2 contracts
Samples: Underwriting Agreement (AMERI Holdings, Inc.), Underwriting Agreement (AMERI Holdings, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Stockholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—l] shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, Representatives but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: Underwriting Agreement (GNC Corp), Underwriting Agreement (GNC Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] Common Shares in the aggregate Option Securities at the price per share set forth in Schedule B, Purchase Price (less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on or paid to the holders of the Initial Securities but not payable on or paid to the holders of the Option SecuritiesSecurities from the Closing Date to the relevant Date of Delivery, as those terms are defined herein). The Said option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part at any time and from time to time only for on or before the purpose 30th day after the date of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities this Agreement upon written notice by the Representatives Representative to the Fund Company setting forth the number amount of Option Securities as to which the several Underwriters are then exercising the option and the settlement time and date date. The amount of payment and delivery for Option Securities to be purchased by each Underwriter shall be the same percentage of the total amount of Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Initial Securities, plus any additional amount of Option SecuritiesSecurities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesUnderwriter, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (1347 Property Insurance Holdings, Inc.), Underwriting Agreement (1347 Property Insurance Holdings, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company and the Selling Stockholder hereby grants grant an option to the UnderwritersUnderwriter, severally and not jointly, to purchase up to an additional [—] 6,135,000 shares of Common Shares in Stock from the aggregate Company and 4,167,300 shares of Common Stock from the Selling Stockholder at the a price of $12.52 per share set forth in Schedule Bshare, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Barclays to the Fund Company and the Selling Stockholder setting forth the number of Option Securities as to which the several Underwriters Underwriter are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesBarclays, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the UnderwritersUnderwriter, acting severally the Company and not jointly, the Selling Stockholder agree that the Company and the Selling Stockholder will purchase that proportion of the total sell such number of Option Securities then being purchased which (subject to such adjustments to eliminate fractional shares as the number of Initial Securities set forth Underwriter may determine) in Schedule A opposite the name of such Underwriter bears proportion to the total number of shares of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to sold at the provisions of Section 10 hereofClosing Time by the Company and the Selling Stockholder.
Appears in 2 contracts
Samples: Underwriting Agreement (MGM Resorts International), Underwriting Agreement (Tracinda Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company and the Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 320,250 shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BG, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities plus any additional then being sold which the number of Option Initial Securities which set forth in Schedule B opposite the name of the Company or such Underwriter may become obligated to purchase pursuant Selling Shareholder bears to the provisions total number of Section 10 hereofInitial Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Access National Corp), Underwriting Agreement (Access National Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares Option Securities at a price per share equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: Underwriting Agreement (TriplePoint Venture Growth BDC Corp.), Underwriting Agreement (TriplePoint Venture Growth BDC Corp.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] 165,000 shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a “"Date of Delivery”") shall be determined by the RepresentativesGlobal Coordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the UnderwritersInternational Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such Underwriter International Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Global Coordinator in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: International Purchase Agreement (Merkert American Corp), International Purchase Agreement (Vishay Intertechnology Inc)
Option Securities. In additionIf the Issuer shall issue, on sell, distribute or otherwise grant in any manner any rights to subscribe for or to purchase, or any warrants or options for the basis purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of the representations such Option Securities are immediately exercisable, and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate at the price per share set forth for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in Schedule Brespect of such Option Securities (determined by dividing (i) the aggregate amount, less an amount per share equal to any dividends if any, received or distributions declared receivable by the Fund and payable on Issuer as consideration for the Initial Securities but not payable on the granting of such Option Securities. The option hereby granted will expire 45 days after , plus the date hereof and may be exercised in whole or in part from time to time only for the purpose minimum aggregate amount of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives additional consideration payable to the Fund setting forth Issuer upon the number exercise of all such Option Securities, plus, in the case of Option Securities as to which acquire Convertible Securities, the several Underwriters are then exercising minimum aggregate amount of additional consideration, if any, payable upon the option issuance or sale of such Convertible Securities and upon the time and date conversion or exchange thereof, by (ii) the total maximum number of payment and delivery for shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier less than the second day after Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the date on which the option is being exercised nor later than seven full business days after total maximum number of shares of common stock issuable upon the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all such Option Securities or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion upon conversion or exchange of the total number maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities then being purchased which shall be deemed to have been issued as of the number date of Initial Securities set forth in Schedule A opposite the name granting of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional number adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities which or upon conversion or exchange of such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofConvertible Securities.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Murdock Communications Corp), Stock Purchase Warrant (Murdock Communications Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up the Option Securities at a price per share equal to an additional [—] Common Shares the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and paid or payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 11), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Angel Oak Mortgage, Inc.), Underwriting Agreement (Angel Oak Mortgage, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—•] shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number shares. In addition, in connection with the sale of any Option Securities, the Manager agrees to pay to Xxxxxxx Xxxxx, for the account of the Underwriters, the amount per Option Security set forth on Schedule C for each Option Security purchased by such Underwriter set forth on Schedule C (the “Option Securities plus any additional number of Option Manager Offering Payment,” and collectively with the Initial Securities which such Underwriter may become obligated to purchase pursuant to Manager Offering Payment, the provisions of Section 10 hereof“Manager Offering Payments”).
Appears in 2 contracts
Samples: Purchase Agreement (Colony Financial, Inc.), Purchase Agreement (Colony Financial, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—•] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Nuveen California Municipal Value Fund 2), Underwriting Agreement (Nuveen New York Municipal Value Fund 2)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Fund hereby grants an option to the Underwritersseveral Underwriters to purchase, severally and not jointly, to purchase up to an additional [—●] Common Shares in the aggregate Option Securities at the same purchase price per share set forth in Schedule B, as the Underwriters shall pay for the Initial Securities less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities Securities, but not payable on the Option Securities. The Said option hereby granted will expire 45 days after may be exercised only to cover over-allotments in the date hereof and sale of the Initial Securities by the Underwriters. Said option may be exercised in whole or in part at any time and from time to time only for on or before the purpose of covering overallotments which may be made in connection with 45th day after the offering and distribution date of the Initial Securities Prospectus upon written or telegraphic notice by the Representatives to the Fund setting forth the number of shares of the Option Securities as to which the several Underwriters are then exercising the option and the time and date settlement date. The number of payment and delivery for Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Option Underwriter is purchasing of the Initial Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Eaton Vance Floating-Rate 2022 Target Term Trust), Underwriting Agreement (Eaton Vance High Income 2021 Target Term Trust)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Fund Selling Shareholders indicated on Schedule C hereto hereby grants an option to the UnderwritersManagers, severally and not jointly, to purchase up to an the additional [—] number of Common Shares set forth in the aggregate Schedule C at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. B. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Lead Managers to the Fund Selling Shareholders setting forth the number of Option International Securities as to which the several Underwriters Managers are then exercising the option and the U.S. time and date of payment and delivery for such Option International Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the RepresentativesLead Managers, but shall not be earlier than the second day after the date on which the option is being exercised two nor later than seven full business days after the exercise of said optionoption in writing, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option International Securities, each of the UnderwritersManagers, acting severally and not jointly, will purchase that proportion of the total number of Option International Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such Underwriter Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Lead Managers in its their discretion shall make to eliminate any sales or purchases of a fractional shares. If the option is exercised as to less than all of the Option International Securities, the Selling Shareholders will sell additional Common Shares to the Managers pro rata on the basis of the number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.Common Shares set forth in Schedule C.
Appears in 2 contracts
Samples: International Purchase Agreement (Renaissancere Holdings LTD), International Purchase Agreement (Renaissancere Holdings LTD)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Fund hereby grants an option to the Underwritersseveral Underwriters to purchase, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate Option Securities at the same purchase price per share set forth in Schedule B, as the Underwriters shall pay for the Initial Securities less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities Securities, but not payable on the Option Securities. The Said option hereby granted will expire 45 days after may be exercised only to cover over-allotments in the date hereof and sale of the Initial Securities by the Underwriters. Said option may be exercised in whole or in part at any time and from time to time only for on or before the purpose of covering overallotments which may be made in connection with 45th day after the offering and distribution date of the Initial Securities Prospectus upon written or telegraphic notice by the Representatives to the Fund setting forth the number of shares of the Option Securities as to which the several Underwriters are then exercising the option and the time and date settlement date. The number of payment and delivery for Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Option Underwriter is purchasing of the Initial Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (AllianzGI Convertible & Income 2024 Target Term Fund), Underwriting Agreement (Miller/Howard High Income Equity Fund)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Fund hereby grants an option to the Underwritersseveral Underwriters to purchase, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate Option Securities at the same purchase price per share set forth in Schedule B, as the Underwriters shall pay for the Initial Securities less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The Said option hereby granted will expire 45 days after may be exercised only to cover over-allotments in the date hereof and sale of the Initial Securities by the Underwriters. Said option may be exercised in whole or in part at any time and from time to time only for on or before the purpose of covering overallotments which may be made in connection with 45th day after the offering and distribution date of the Initial Securities Prospectus upon written or telegraphic notice by the Representatives to the Fund setting forth the number of shares of the Option Securities as to which the several Underwriters are then exercising the option and the time and date settlement date. The number of payment and delivery for Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Option Underwriter is purchasing of the Initial Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second business day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Samples: Underwriting Agreement (Nuveen Energy MLP Total Return Fund), Underwriting Agreement (Nuveen Energy MLP Total Return Fund)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund H&F Globe Investor LP hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and H&F Globe Investor LP setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not not, without the consent of the Company, be earlier than the second day after the date on which the option is being exercised nor 36 hours or later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time; provided that notwithstanding the previous sentence, as hereinafter definedif the Underwriters exercise the option hereby granted at any time prior to the Closing Time, the Date of Delivery for such Option Securities shall be the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Grocery Outlet Holding Corp.), Underwriting Agreement (Grocery Outlet Holding Corp.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the number of Option Securities which bears the same proportion to the total number of Option Securities to be purchased on such Option Closing Date (as defined below) as the number of Initial Securities set forth in Exhibit A hereto opposite the aggregate name of such Underwriter bears to the total number of Initial Securities at a price per share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised two, nor later than seven seven, full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofDate.
Appears in 2 contracts
Samples: Underwriting Agreement (Northwest Natural Holding Co), Underwriting Agreement (Northwest Natural Holding Co)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—·] Common Shares Option Securities at a price per Trust Unit equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less Trust Unit for any Option Securities shall be reduced by an amount per share Trust Unit equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Trust on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Trust and the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 11), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters all of the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofunits.
Appears in 2 contracts
Samples: Underwriting Agreement (Boaz Energy II, LLC), Underwriting Agreement (PermRock Royalty Trust)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company and the Selling Stockholders, acting severally and not jointly, hereby grants grant an option to the UnderwritersUnderwriters to purchase, severally and not jointly, to purchase up to an additional [—] · shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. A. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company and the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx in its sole discretion shall make to eliminate any sales or purchases of a fractional shares. If the option is exercised as to less than all of the Option Securities, then (1) the portion of the Option Securities then being purchased shall be sold one-half by the Company and one-half by the Selling Shareholders collectively and (2) the portion of the Option Securities to be sold by the Selling Stockholders shall be allocated to each Selling Stockholder in accordance with the proportion that the number of Option Initial Securities plus any additional sold by such Selling Stockholder bears to the aggregate number of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofsold by all Selling Stockholders.
Appears in 2 contracts
Samples: Purchase Agreement (Sabre Industries, Inc.), Purchase Agreement (Sabre Industries, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time within the 30-day period from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time or the date that is two full business days after such notice is provided (except in the event the Representatives determine a Date of Delivery to occur at the Closing Time, as hereinafter definedin which case such notice must be provided on or before the business day immediately preceding the Closing Time). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Fortegra Group, Inc), Underwriting Agreement (Fortegra Group, LLC)
Option Securities. In addition, on the basis of the representations representations, warranties and warranties covenants herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 900,000 shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Xxxxxxx Xxxxx to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities, which shall be no earlier than two business days following the date on which the Company receives notice or as otherwise agreed to by the parties hereto. Any Subject to the foregoing, any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesXxxxxxx Xxxxx, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Vertex Pharmaceuticals Inc / Ma), Purchase Agreement (Vertex Pharmaceuticals Inc / Ma)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate ________ shares of Trust Stock at the price per share set forth in Schedule BG, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption or sooner than three full business days unless it is the Closing Time, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Samples: Purchase Agreement (Macquarie Infrastructure CO LLC)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to Underwriters shall have the Underwritersright, severally and not jointly, to purchase up to an 2,337,662 additional [—] shares of Common Shares in the aggregate Stock, pursuant to clause (i) or clause (ii) below, at the price per share set forth in Schedule Bsubsection (a) of this Section; provided, less however, that the purchase price per share for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option SecuritiesSecurities (the “Option Purchase Price”). The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Option Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Forward Counterparty or the Company, as applicable, that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof., subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. Following delivery of a notice of exercise of the overallotment option by the Representatives to the Company:
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,500,000 shares of Common Shares in the aggregate Stock, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Barclays and LCM to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesBarclays and LCM, but shall be no sooner than two full business days before, and not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after after, the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional and the Company will sell the total number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to then being purchased by the provisions of Section 10 hereofUnderwriters.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company and Trident II, L.P., and its affiliates Xxxxx & XxXxxxxx Capital Professionals Fund, L.P. and Xxxxx & McLennan Employees’ Security Company, L.P. (collectively “Trident”), acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—l] Common Shares Ordinary Shares, as set forth in the aggregate Schedule II, at the price per share set forth in Schedule BIII, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives FPK to the Fund Company and Trident setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesFPK, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx FPK in its discretion shall make to eliminate any sales or purchases of a fractional number of shares. The Company and Trident will be obligated to sell the Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofUnderwriters on an equal basis to the extent the option is exercised.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 780,000 shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule B, less ; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and paid or payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total aggregate number of all of the Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants to the Underwriters an option to purchase from the UnderwritersCompany all or any portion of the Option Securities solely to cover over-allotments, severally and not jointlyif any, to purchase up to an additional [—] Common Shares in for a period of thirty (30) days from the aggregate date hereof at the purchase price per share set forth in Schedule B, Section 2(a) hereof less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on each share of the Initial Firm Securities but not payable on the Option Securities; provided that if such 30th day falls on a day that is not a Business Day, the option granted in Section 2(b) hereof will expire on the next succeeding Business Day. Option Securities shall be purchased from the Company for the accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto, except that the respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase fractional Option Securities. No Option Securities shall be sold and delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Underwriters to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesUnderwriters, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days Business Days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 1 contract
Samples: Underwriting Agreement (DiamondRock Hospitality Co)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthforth herein, the Fund Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up to an 2,250,000 additional [—] Common Shares at a price per share equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Underwriters to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesUnderwriters, and may be the Closing Date (as hereinafter defined), but shall not be earlier than the second day after the date on which the option is being exercised nor three full business days or later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, Company will purchase that proportion of sell to the Underwriters the total number of Option Securities then being purchased which purchased, and the Underwriters will, acting severally and not jointly, purchase the total number of Option Securities in amounts that are proportionate to the number of Initial Securities that the Underwriters have agreed to purchase hereunder as set forth in on Schedule A opposite the name of such Underwriter bears to the total number of Initial SecuritiesI hereto, subject in each case subject, however, to such adjustments to eliminate fractional shares as Xxxxxxx Xxxxx the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofmake.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Blackstone Selling Stockholders hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 3,000,000 shares of Common Shares Stock, as set forth in the aggregate Schedule B-1, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for within the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities 30-day period upon written notice by the Representatives Underwriters to the Fund Blackstone Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesUnderwriters, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx the Underwriters in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants Selling Shareholders, acting severally and not jointly, may grant, if so provided in the applicable Terms Agreement, an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] number of shares of Common Shares in Stock from the aggregate Selling Shareholders as set forth therein, at the price per share set forth in Schedule Btherein, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof of such Terms Agreement and may be exercised in whole or in part (ratably among the Selling Shareholders) from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities each such Underwriter has agreed to purchase as set forth in Schedule A the applicable Terms Agreement opposite the name of such Underwriter bears to the total number of Initial Securities, and the Selling Stockholders, acting severally and not jointly, shall sell that proportion of the total number of Option Securities then being purchased which the number of Initial Securities each such Selling Shareholder has agreed to sell as set forth in the applicable Terms Agreement opposite the name of such Selling Shareholder bears to the total number of Initial Securities being sold by the Selling Shareholders, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Samples: Purchase Agreement (American Axle & Manufacturing Holdings Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares __________ Option Securities and each Selling Stockholder grants an option to the Underwriters, severally and not jointly, to purchase up to the additional number of Option Securities set forth opposite such Selling Stockholder's name in the aggregate appropriate column of Schedule B at the same purchase price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions dividend of distribution declared by the Fund Company and payable on paycheck or the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof hereof, and may be exercised exercised, in whole or in part (but not more than once) in whole or from time to time in part, only for the purpose of covering overallotments which over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon written notice by you to the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option option, and the time and date of payment and delivery for of such Option Securities. Any such Such time and date of delivery (a “the "Date of Delivery”") shall be determined by the Representatives, you but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, Time as hereinafter defined. If the option is exercised as to only a portion of the Option Shares, the Company and cash of the Selling Stockholders will sell their pro rata portion of the Option Securities to be purchased by the Underwriters. If the option is exercised as to all or any portion of the Option SecuritiesShares, each of the Option Shares as to which the option is exercised shall be purchased by the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereoftheir respective underwriting obligation proportions.
Appears in 1 contract
Samples: Purchase Agreement (Bedford Property Investors Inc/Md)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Stockholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase purchase, from the Selling Stockholders, up to an additional [—] 920,349 shares of Common Shares Stock, in the aggregate respective amounts set forth in Schedule C as to each Selling Stockholder, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time (but not more than once) only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities Securities, upon written at least one business day's notice by the Representatives Underwriters to the Fund Company and the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such Such time and date of delivery (a “the "Date of Delivery”") shall be determined by the RepresentativesUnderwriters, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Underwriters in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate 857,250 Ordinary Shares, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities, solely for the purpose of covering over-allotments made in connection with the offering of the Initial Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part from at any time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon a written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and Such date of delivery (a the “Date of Delivery”) shall be determined by the Representatives, but shall not not, unless the Date of Delivery is determined to occur concurrently with the Closing Time, be earlier than three (five, if exercised prior to the second day after the date on which the option is being exercised nor Closing Time) full business days or later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx SVB Securities in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company and each Selling Stockholder, acting severally and not jointly, hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 3,841,304 shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BE, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon at least 3 days’ prior written notice by the Representatives Mxxxxxx Lxxxx to the Fund Company and the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities; provided, however, that for any exercise of said option prior to the Closing Time, at least 1 day’s prior written notice shall be required for any such exercise. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesMxxxxxx Lxxxx, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx Mxxxxxx Lxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] shares of Common Shares Stock, as may be necessary to cover overallotments made in connection with the aggregate offering of the Initial Securities, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Time, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedTime (unless such time and date are postponed in accordance with Section 10 hereof). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 232,500 shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule B, less ; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total aggregate number of all of the Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate Option Securities, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. A. The option hereby granted will expire 45 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 only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier be, unless agreed by the Company, sooner than the second day after the date on which the option is being exercised three full business days nor later than seven full business days after the notice of the exercise of said optionoption has been delivered to the Company, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of shares of Option Securities then being purchased which the number of shares of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of shares of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate solely ensure that any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofare in authorized denominations.
Appears in 1 contract
Samples: Underwriting Agreement (Rayonier Advanced Materials Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] * * shares of Class A Common Shares in the aggregate Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a “"Date of Delivery”") shall be determined by the RepresentativesLead Managers, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the UnderwritersInternational Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such Underwriter International Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Lead Managers in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Samples: International Purchase Agreement (Blackrock Inc /Ny)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Stockholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,300,000 shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Samples: Purchase Agreement (Superior Offshore International Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Series Preferred Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Underwriters to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the RepresentativesUnderwriters, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities each such Underwriter has severally agreed to purchase as set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofSecurities.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up purchase, in addition to an additional [—] Common Shares in the aggregate Initial Securities, the amount of Option Securities set forth opposite the name of the Company on Schedule B at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, then each of the Underwriters, acting severally and not jointly, will purchase from the Company that proportion of the total number of Option Securities then being purchased which from the Company that the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 900,000 shares of Common Shares Stock, as may be necessary to cover overallotments made in connection with the aggregate offering of the Initial Securities, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Time, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedTime (unless such time and date are postponed in accordance with Section 10 hereof). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the U.S. Underwriters, severally and not jointly, to purchase up to an additional [—] Common 195,000 Class A Ordinary Shares in the aggregate at the price per share set forth in Schedule BSCHEDULE C, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial U.S. Securities but not payable on the U.S. Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial U.S. Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of U.S. Option Securities as to which the several U.S. Underwriters are then exercising the option and the time and date of payment and delivery for such U.S. Option Securities. Any such time and date of delivery for the U.S. Option Securities (a “Date of Delivery”"DATE OF DELIVERY") shall be determined by the RepresentativesGlobal Coordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the U.S. Option Securities, each of the U.S. Underwriters, acting severally and not jointly, on the basis of the representations and warranties of the Company contained herein and subject to the terms and conditions herein set forth, will purchase that proportion of the total number of U.S. Option Securities then being purchased which the number of Initial U.S. Securities set forth in Schedule SCHEDULE A opposite the name of such U.S. Underwriter bears to the total number of Initial U.S. Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Global Coordinator in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Samples: u.s. Purchase Agreement (Mih LTD)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] shares of Common Shares in the aggregate Stock, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but any Date of Delivery occurring after the Closing Time shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days nor earlier than two full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Samples: Underwriting Agreement (Bellerophon Therapeutics LLC)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase subscribe for up to an additional [—] Common Shares 712,500 Ordinary Shares, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days nor earlier than two full business days after the exercise of said option, nor in any event prior to the Closing Time; provided, however, that if the option is exercised prior to the delivery of the Initial Securities at the Closing Time, then the Date of Delivery may be no earlier than one full business day after the exercise of said option; provided further, that the Date of Delivery in such event is the same as hereinafter definedthe delivery of the Initial Securities at the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase subscribe from the Company, that proportion of the total number of Option Securities then being purchased subscribed for which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx the Representatives in its their sole discretion shall make to eliminate any sales issues or purchases subscriptions for fractional shares. For the avoidance of a fractional number of doubt, no Woodford Securities are included in the Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofSecurities.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Ensemble Parent LLC hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,200,000 shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and Ensemble Parent LLC setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be reasonably determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional shares. Any exercise by the Underwriters of the option to purchase Option Securities shall be made in proportion to the maximum number of Option Securities plus to be sold by Ensemble Parent LLC as set forth in Schedule B, subject to such adjustments as the Representatives in their discretion shall make to eliminate any additional number sales or purchases of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereoffractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate 2,100,000 Depositary Shares, at the price per share set forth in Schedule B, less paragraph (a) above; provided that the price per share for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared and payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from at any time to time only for on or before the purpose of covering overallotments which may be made in connection with 30th day after the offering and distribution of the Initial Securities date hereof upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. (i) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Forward Purchasers (or in the event the Company issues and sells shares of Common Stock to the Underwriters pursuant to Section 12(b) hereof, the Company) and the Selling Stockholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,464,728 shares of Common Shares Stock, as set forth in the aggregate Schedules B-1 and B-2, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company, the Forward Purchasers and the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Forward Purchasers and the Selling Stockholders, on a pro-rata basis, in accordance with the Applicable Percentage (as defined below) that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional shares. For purposes hereof, the “Applicable Percentage” shall, with respect to the Forward Purchasers, equal 35.84283% and, with respect to the Selling Stockholders, equal 64.15717%.
(ii) If the Company does not meet all of the conditions to effectiveness set forth in either of the Forward Agreements on or prior to the relevant Date of Delivery, either of the Forward Purchasers, individually, in its sole discretion, may choose not to borrow and deliver for sale the number of Borrowed Securities set forth in Schedule B-1 opposite the name of such Forward Purchaser under the column entitled “Maximum Number of Option Securities plus any to Be Sold”. In addition, in the event that either of the Forward Purchasers is unable to borrow and deliver for sale under this Agreement all of the additional Borrowed Securities set forth in Schedule B-1 opposite the name of such Forward Purchaser or if, in such Forward Purchaser’s sole judgment, it is impracticable to do so or would entail a stock loan cost in excess of 40 basis points per annum, (y) the number of shares of Common Stock such Forward Purchaser is able to borrow at a cost of 40 basis points per annum or less, if any, will be added to the number of shares of Common Stock that the other Forward Purchaser is able to borrow at a cost of 40 basis points per annum or less, and the Forward Purchasers shall only be required to deliver for sale the aggregate number of shares of Common Stock that the Forward Purchasers are able to borrow and (z) the Forward Purchasers will deliver the aggregate number of shares of Common Stock referred to in clause (y) above on a pro rata basis.
(iii) If, pursuant to Section 2(b)(ii), either of the Forward Purchasers does not borrow and deliver for sale the number of Borrowed Securities set forth in Schedule B-1 opposite the name of such Forward Purchaser under the column entitled “Maximum Number of Option Securities which to Be Sold”, such Underwriter may become obligated Forward Purchaser will use its best efforts to purchase pursuant to notify the provisions Company and the other Forward Purchaser no later than the Date of Section 10 hereofDelivery.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants Selling Stockholders hereby, acting severally and not jointly, grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] — shares of Common Shares Stock, in accordance with the aggregate allocations among the Selling Stockholders as set forth in Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be (if other than the Closing Time (as hereinafter defined)) earlier than the second day after the date on which the option is being exercised three full business days nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Samples: Purchase Agreement (Restoration Hardware Holdings Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over- allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Underwriters to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the RepresentativesUnderwriters, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days (or in the case of any exercise of said option by notice given after the Closing Time (as hereunder defined), earlier than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Underwriters in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Samples: Purchase Agreement (Imagictv Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in 712,500 Option Securities at the aggregate at Purchase Price; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate at the price per share set forth in Schedule SCHEDULE B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule SCHEDULE A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The Fund also agrees, subject to all the terms and conditions set forth herein, to sell to WAM, and, upon the basis of the representations, warranties and agreements of the Fund herein contained and subject to all the terms and conditions set forth herein, WAM shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Option Securities, up to an aggregate of 6,981 Securities (the "WAM Securities").
Appears in 1 contract
Samples: Purchase Agreement (Western Asset Claymore Us Treasury Inflation Pro Sec Fund 2)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] 105,000 shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a “"Date of Delivery”") shall be determined by the RepresentativesGlobal Coordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the UnderwritersInternational Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such Underwriter International Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Global Coordinator in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an 2,100,000 additional [—] shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule Bsubsection (a) of this Section; provided, less however, that the purchase price per share for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the number of Option Securities set forth opposite the name of the Company in Exhibit B hereto at a price per share equal to the aggregate at Purchase Price referred to in Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that portion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit B opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit B, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Samples: Underwriting Agreement (Sinclair Broadcast Group Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Stockholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—•] shares of Common Shares Stock, as set forth in the aggregate Schedule B hereto, at the price per share set forth in Schedule BA hereto, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to at any time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate 1,350,000 shares of Trust Stock at the price per share set forth in Schedule BE, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption or sooner than three full business days unless it is the Closing Time, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Samples: Purchase Agreement (Macquarie Infrastructure CO LLC)
Option Securities. In addition, on the basis of the representations representations, warranties and warranties agreements herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the UnderwritersInitial Purchasers, severally and not jointly, to purchase up to an additional [—] Common Shares in the $49,486,000 aggregate principal amount at maturity of Option Securities at the same price per share Security set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on B for the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities as may be modified by subsequent purchases and sales by the Initial Purchasers upon written notice by the Representatives Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters Initial Purchasers are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined, unless otherwise agreed upon by the Initial Purchasers and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the UnderwritersInitial Purchasers, acting severally and not jointly, will purchase that proportion of the total number principal amount at maturity of Option Securities then being purchased which the number principal amount at maturity of Initial Securities set forth in Schedule A opposite the name of such Underwriter Initial Purchaser in Schedule A bears to the total number principal amount at maturity of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the other terms and conditions herein set forthforth in this Agreement, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in from the aggregate Company the principal amount of Option Securities at the price per share set forth in Schedule BPurchase Price plus accrued interest, less an amount per share equal if any, from the Closing Date to any dividends or distributions declared by the Fund date of payment and payable on the Initial Securities but not payable on the Option Securitiesdelivery. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof Execution Time and may be exercised in whole or in part from time to time only for in one or more (but not more than three) installments, including at the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities Closing Date, upon written notice by the Representatives Representative to the Fund Company setting forth the number principal amount of Option Securities as to which the several Underwriters are then exercising the option to purchase and the time and date of payment and delivery for such Option Securities. Any such time and date of payment for and delivery of such Option Securities (a an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option to purchase is exercised as to all or any portion of the Option Securities, the Company will issue and sell to the Underwriters, severally and not jointly, and each of the Underwriters, acting severally and not jointly, will purchase from the Company that proportion of the total number principal amount of Option Securities then being purchased which the number principal amount of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter bears to the total number of Initial SecuritiesUnderwriter, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number principal amount of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total principal amount of Initial Securities.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase acquire up to an additional [—] Common Ordinary Shares of, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment for the sale and delivery for transfer of such Option Securities. Any such time and date of delivery sale and transfer (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase acquire that proportion of the total number of Option Securities then being purchased acquired which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares Ordinary Shares, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number shares. Delivery of the Option Securities plus any additional number by the Selling Shareholder shall be made by way of the following steps: (i) the cancellation of the depositary receipts representing the Option Securities which by the CS Depositary Nominee, as nominee of Computershare Trustees (Jersey) Limited, (ii) the transfer of the Option Securities from the CS Depositary Nominee to Cede & Co. (as nominee for DTC), (iii) the registration of the Option Securities in the name of Cede & Co., and (iv) the crediting of such Underwriter may become obligated Option Securities on the books of DTC to purchase pursuant to respective accounts of the provisions of Section 10 hereofUnderwriters.
Appears in 1 contract
Option Securities. In additionThe Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares, on Option Pre-Funded Warrants and/or Option Warrants and, upon the basis of the warranties and representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to Underwriters shall have the Underwritersright, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate at the applicable purchase price per share set forth in Schedule BSection 3(a), less an amount per share equal to at any dividends or distributions declared by the Fund time and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for as set forth below, all or any portion of the purpose of covering overallotments which Option Shares, Option Pre-Funded Warrants and/or Option Warrants as may be necessary to cover over-allotments made in connection with the offering of Securities. The purchase price to be paid by the Underwriters for the Option Warrants shall be $0.125 per Option Warrant. This option may be exercised by the Representative at any time and distribution of from time to time on or before the Initial Securities upon thirtieth (30th) day following the date hereof, by written notice by the Representatives to the Fund setting Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Securities Shares, Option Pre-Funded Warrants and/or Option Warrants as to which the several Underwriters are then exercising the option is being exercised, and the date and time when the Option Shares, Option Pre-Funded Warrants and/or Option Warrants are to be delivered (such date and date of payment and delivery for such time being herein referred to as the “Option Securities. Any such time and date of delivery (a “Closing Date”); provided, however, that the Option Closing Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second Closing Date nor earlier than the first business day after the date on which such option shall have been exercised nor later than the fifth (5th) business day after the date on which the option is being shall have been exercised nor later than seven full business days after unless the exercise of said option, nor in any event prior to Company and the Closing Time, as hereinafter definedRepresentative otherwise agree. If the option is exercised as Underwriters elect to purchase less than all or any portion of the Option SecuritiesShares, Option Pre-Funded Warrants and/or Option Warrants, the Company agrees to sell to each Underwriter the number of Option Shares, Option Pre-Funded Warrants and/or Option Warrants obtained by multiplying the number of Option Shares, Option Pre-Funded Warrants and/or Option Warrants specified in such notice by a fraction, the numerator of which is such number of Option Shares, Option Pre-Funded Warrants and/or Option Warrants, as applicable, set forth opposite the name of the Underwriters, acting severally Underwriter in Schedule I hereto and not jointly, will purchase that proportion the denominator of which is the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial SecuritiesShares, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Pre-Funded Warrants and/or Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofWarrants.
Appears in 1 contract