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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying Warrants, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall purchase the Option Securities subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 3 contracts
Samples: Underwriting Agreement (MDNA Life Sciences, Inc.), Underwriting Agreement (MDNA Life Sciences, Inc.), Underwriting Agreement (MDNA Life Sciences, 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying Warrants3,000,000 Units as Option Securities, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 3 contracts
Samples: Underwriting Agreement (Southport Acquisition Corp), Underwriting Agreement (Southport Acquisition Corp), Underwriting Agreement (PROOF Acquisition Corp I)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares $3,150,000 principal amount of Common Stock and accompanying Warrants, Option Securities at the price per share of Common Stock and accompanying Warrant Note set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. I. The option hereby granted may be exercised for 45 will expire 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 made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the number 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject then being purchased which the number of Initial Securities set forth in Schedule I opposite the name of such Underwriter bears to the total principal amount of Initial Securities, 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 sharesNotes.
Appears in 3 contracts
Samples: Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.), Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.), Underwriting Agreement (Chicken Soup for the Soul Entertainment, 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● [●] shares of Common Stock and accompanying WarrantsStock, as set forth in Schedule B, at the price per share of Common Stock and accompanying Warrant set forth in Schedule AD, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) 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 Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall 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 among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Red River Bancshares Inc), Underwriting Agreement (Guaranty Bancshares Inc /Tx/)
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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares the full amount of Common Stock and accompanying Warrants, the Option Securities at the same purchase price per share of Common Stock and accompanying Warrant set forth in Schedule Aas the Underwriters shall pay for the Initial Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but but, if later than the Closing Date, shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) three nor later than seven five full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall 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 among the Underwriters as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Government Properties Income Trust), Underwriting Agreement (Government Properties Income 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying Warrants3,000,000 Units as Option Securities, at the price per share of Common Stock and accompanying Warrant Security set forth in Schedule A, less an amount per share Option Security equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities.
Appears in 2 contracts
Samples: Underwriting Agreement (Worldwide Webb Acquisition Corp.), Underwriting Agreement (Worldwide Webb Acquisition 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 Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 1,532,250 shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Arlo Technologies, Inc.), Underwriting Agreement (Netgear, 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying Warrants3,750,000 Units as Option Securities, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representative, in its the Representative’s sole discretion discretion, shall make to eliminate any sales or purchases of fractional shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Berenson Acquisition Corp. I), Underwriting Agreement (Berenson Acquisition Corp. I)
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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares the full amount of Common Stock and accompanying Warrants, the Option Securities at the same purchase price per share of Common Stock and accompanying Warrant set forth in Schedule Aas the Underwriters shall pay for the Initial Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 Representative, but but, if later than the Closing Date, shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) three nor later than seven five full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall 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 among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Select Income REIT), Underwriting Agreement (Select Income REIT)
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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 1,650,000 shares of Common Stock and accompanying WarrantsStock, as set forth in Schedule B, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven five full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Parkway Properties Inc), Underwriting Agreement (Parkway Properties 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares 1,500,000 Units at a price of Common Stock and accompanying Warrants, at $9.65 per Unit (taking into account the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option SecuritiesDeferred Underwriting Discount). The option hereby granted may be exercised for 45 will expire 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 notice by the Representative to 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor 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 Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall 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 among the Underwriters as the Representative in its sole reasonable discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 2 contracts
Samples: Purchase Agreement (National Energy Resources Acquisition CO), Purchase Agreement (National Energy Resources Acquisition 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 Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] [●]shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted by the Company may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time and from time to time upon notice by the Representative to 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeTime nor sooner than the next trading day following delivery of such notice. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 2 contracts
Samples: Underwriting Agreement (INVO Bioscience, Inc.), Underwriting Agreement (INVO Bioscience, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares $1,950,000 principal amount of Common Stock and accompanying Warrants, Option Securities at the price per share of Common Stock and accompanying Warrant Note set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. I. The option hereby granted may be exercised for 45 will expire 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 made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the number 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject then being purchased which the number of Initial Securities set forth in Schedule I opposite the name of such Underwriter bears to the total principal amount of Initial Securities, 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 sharesNotes.
Appears in 2 contracts
Samples: Underwriting Agreement (Sachem Capital Corp.), Underwriting Agreement (Sachem 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying Warrants2,250,000 Units as Option Securities, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Everest Consolidator Acquisition Corp), Underwriting Agreement (Everest Consolidator Acquisition 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying Warrants, Securities at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on B for the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 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 over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Underwriters to 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 RepresentativeUnderwriters, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) 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 Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases total number of fractional sharesInitial Securities.]
Appears in 2 contracts
Samples: Underwriting Agreement (Cccisg Capital Trust), Underwriting Agreement (RCN Corp /De/)
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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] • shares of Common Stock and accompanying Warrantsonly to cover overallotments, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative [ ] in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 2 contracts
Samples: Underwriting Agreement (WhiteHorse Finance, Inc.), Underwriting Agreement (Garrison Capital 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying Warrants3,600,000 Units as Option Securities, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative BofA in its sole 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 Company hereby grants an option to the U.S. Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 540,000 shares of Common Stock and accompanying WarrantsStock, as set forth in Schedule B, at the price per share of Common Stock and accompanying Warrant set forth in Schedule AC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial U.S. Securities but not payable on the U.S. Option Securities. The option hereby granted may be exercised for 45 will expire 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 over-allotments which may be made in connection with the offering and distribution of the Initial U.S. Securities upon notice by the Representative Representatives to the Company setting forth the number of U.S. Option Securities as to which the several 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 (a “"Date of Delivery”") shall be determined by the RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) 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 Representative in its sole discretion shall allocate which U.S. Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of U.S. Option Securities then being purchased which the number of Initial 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 among the Underwriters as the Representative Representatives in its sole 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 Company Partnership hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● [·] shares of Common Stock and accompanying WarrantsUnits, at the price per share of Common Stock and accompanying Warrant Unit set forth in Schedule A, less an amount per share Common Unit equal to any dividends or distributions declared by the Company Partnership and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to the Company 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 “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional sharesCommon Units.
Appears in 1 contract
Samples: Underwriting Agreement (Susser Petroleum 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 1,381,579 shares of Common Stock and accompanying Warrants, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, A less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative BofAS in its sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 40,500 shares of Common Stock and accompanying WarrantsStock, at on the price per share of Common Stock and accompanying Warrant same basis as set forth in Schedule ASection 2(a) of this Agreement, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative in its sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 2,432,432 shares of Class A Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Focus Financial Partners 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of 2,250,000 Common Stock and accompanying Warrants, Shares at the price per share of Common Stock and accompanying Warrant set forth in Schedule AC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Citigroup to 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 RepresentativeCitigroup, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall 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 among as the Underwriters as the Representative in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Purchase Agreement (PennyMac Mortgage Investment 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 305,084 shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Underwriters to 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 RepresentativeUnderwriters, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Jefferies in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Verrica Pharmaceuticals 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● [●] shares of Common Stock and accompanying WarrantsOrdinary Shares, at the price per ordinary share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per ordinary share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying Warrants, 180,000 Option Securities at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, Purchase Price (less an amount per share equal to any dividends or distributions declared by the 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 may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time and from time to time on or before the 30th day after the date of this Agreement upon written notice by the Representative to the 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 RepresentativeUnderwriter, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall purchase the Option Securities subject to such adjustments among the Underwriters as the Representative in its sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying Warrants, 450,000 Option Securities at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, Purchase Price (less an amount per share equal to any dividends or distributions declared by the 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 may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time and from time to time on or before the 30th day after the date of this Agreement upon written notice by the Representative to the 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 RepresentativeUnderwriter, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall purchase the Option Securities subject to such adjustments among the Underwriters as the Representative in its sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying Warrants, 241,500 Option Securities at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, Purchase Price (less an amount per share equal to any dividends or distributions declared by the 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 may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time and from time to time on or before the 30th day after the date of this Agreement upon written notice by the Representative to the 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 RepresentativeUnderwriter, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall purchase the Option Securities subject to such adjustments among the Underwriters as the Representative in its sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up all (at any time) or any part (from time to an additional [ ● ] shares time) of Common Stock and accompanying Warrantsthe Option Securities, at the purchase price of US$[●] per share of Common Stock and accompanying Warrant set forth in Schedule AShare, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for will expire 45 days after the date hereof and may be exercised in whole or in part at any time from time to time upon written notice by the Representative to 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 Representative, but shall not be earlier than two three full business days (except in the case after delivery of Option Securities being delivered at the Closing Time) nor such notice or later than seven full business days after the exercise delivery of said option, nor in any event prior to the Closing Timesuch notice. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall 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 among the Underwriters as the Representative in its sole 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 Company hereby grants an option to the UnderwritersRepresentatives, severally and not jointly, to purchase up to an additional [ ● ] ____ shares of Common Stock and accompanying Warrants, the Company's Series A Preferred Shares at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. B. The option hereby granted may be exercised for 45 will expire 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 over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters Representatives 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) 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 Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall 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 among the Underwriters as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Purchase Agreement (Chevy Chase Preferred 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● [●] shares of Common Stock and accompanying WarrantsOrdinary Shares, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 upon written notice by the Representative to 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Gauzy 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 2,884,615 shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time and from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● $[____] shares aggregate principal amount of Common Stock and accompanying Warrants, Securities at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. B. The option hereby granted may be exercised for 45 will expire 30 days after the date hereof and may be exercised in whole or in part at any time from time to time on one or more occasions only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the 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 and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) 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 Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the aggregate principal amount of Option Securities subject then being purchased which the aggregate principal amount of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases total aggregate principal amount of fractional sharesInitial 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 1,875,000 shares of Common Stock and accompanying WarrantsStock, as set forth in Schedule B, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 3,375,000 shares of Common Stock and accompanying Warrantsfor the sole purpose of covering sales of shares in excess of the Initial Securities, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Geron 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares $50,000,000 aggregate principal amount of Common Stock and accompanying WarrantsOption Securities, at the price per share of Common Stock and accompanying Warrant as set forth in Schedule A, less an in excess of the aggregate principal amount per share equal to any dividends or distributions declared by of Initial Securities, at the Company and payable on the Initial Securities but not payable on the Option Securities. purchase price set forth in Schedule B. The option hereby granted may be exercised for 45 will expire 30 calendar days after the date hereof and may be exercised in whole or in part at any time from time to time upon written notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) three nor later than seven full business days after the delivery of notice of 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 Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities then being purchased 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 in each case to such adjustments among the Underwriters as the Representative Representatives in its their sole 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 Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 787,500 shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Xxxxxxx Xxxxx in its sole 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 Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [ ● ] o shares of Common Stock and accompanying Warrants, at the price per share of Common Stock and accompanying Warrant set forth in Schedule AB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial U.S. Securities but not payable on the U.S. Option Securities. The option hereby granted may be exercised for 45 will expire 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 over-allotments which may be made in connection with the offering and distribution of the Initial U.S. Securities upon notice by the Representative Global Coordinator to the Company setting forth the number of U.S. 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 U.S. Option Securities. Any such time and date of delivery for the U.S. Option Securities (a “"Date of Delivery”") shall be determined by the RepresentativeGlobal Coordinator, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) 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 Representative in its sole discretion shall allocate which UnderwritersInternational Managers, acting severally and not jointly, shall 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 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 among the Underwriters as the Representative Global Coordinator in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: International Purchase Agreement (Alliance Fiber Optic Products 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 Company Apax hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 759,534 shares of Common Stock and accompanying WarrantsStock, as set forth in Schedule B, at the price per share of Common Stock and accompanying Warrant set forth in Schedule AC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to the Company and Apax 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) three 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 Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall 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 among the Underwriters as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Purchase Agreement (Rue21, 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 Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● [●] shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Xxxxxxx Xxxxx in its sole 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 Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 543,750 shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted by the Company may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time and from time to time upon notice by the Representative to 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeTime nor sooner than the next trading day following delivery of such notice. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative in its sole 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 Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 900,000 shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Armada Hoffler Properties, 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 Company Partnership hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 1,050,000 shares of Common Stock and accompanying WarrantsClass A shares, at the price per share of Common Stock and accompanying Warrant as set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company Partnership and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company 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 “Date of Delivery”) shall be determined by the Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Mxxxxxx Lxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (8point3 Energy 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 5,100,000 shares of Common Stock and accompanying WarrantsStock, as set forth in Schedule A, at the price per share of Common Stock and accompanying Warrant set forth in Schedule AD, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 30 calendar days after the date hereof and may be exercised in whole or in part at any time from time to time upon written notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) three nor later than seven full business days after the delivery of notice of 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 Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities then being purchased 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 in each case to such adjustments among the Underwriters as the Representative Representatives in its their sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying Warrants3,000,000 Ordinary Shares, at the price per share of Common Stock and accompanying Warrant set forth in Schedule Asubsection (a) of this Section 2, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying Warrants3,750,000 Units as Option Securities, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Activate Permanent 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● [●] shares of Class A Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative BofA in its sole 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 Company Apax hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 908,081 shares of Common Stock and accompanying WarrantsStock, as set forth in Schedule B, at the price per share of Common Stock and accompanying Warrant set forth in Schedule AC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to the Company and Apax 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) three 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 Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall 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 among the Underwriters as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Purchase Agreement (Rue21, 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 Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● [Ÿ] shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Xxxxxxx Xxxxx in its sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 1,125,000 shares of Common Stock and accompanying WarrantsStock, as set forth in Schedule A, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeTime nor, unless the Representatives and the Company otherwise agree in writing, prior to the second business day after the date on which such option is exercised. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Plymouth Industrial REIT 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase an aggregate of up to an additional [ ● [⦁] shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time and from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Rotech Healthcare 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 Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 637,500 shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but any Date of Delivery after the Closing Time shall not be later than seven full business days nor earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Paratek Pharmaceuticals, 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares 4,500,000 Units at a price of Common Stock and accompanying Warrants, at $9.65 per Unit (including the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option SecuritiesDeferred Underwriting Discount). The option hereby granted may be exercised for will expire 45 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 notice by the Representative Xxxxxxx Xxxxx to 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 RepresentativeXxxxxxx Xxxxx, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) 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 Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall 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 among the Underwriters as the Representative Xxxxxxx Xxxxx in its sole 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 Company Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares the full number of Common Stock and accompanying WarrantsOption Securities, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to the Company 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Hanson Building Products 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of 5,250,000 Common Stock and accompanying WarrantsShares, at the price per share of Common Stock and accompanying Warrant set forth in Schedule AA hereto, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 RepresentativeRepresentative acting reasonably, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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, in each case, to such adjustments among the Underwriters as the Representative Xxxxxxx Xxxxx in its sole 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 Company Partnership hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of 2,292,000 Common Stock and accompanying WarrantsUnits, as set forth in Schedule A, at the price per share of Common Stock and accompanying Warrant unit set forth in Schedule A, less an amount per share unit equal to any dividends or distributions declared by the Company Partnership and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company 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 “Date of Delivery”) shall be determined by the Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional sharesunits.
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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying Warrants420,000 Depositary Shares, as set forth in Schedule B, at the price per share of Common Stock and accompanying Warrant set forth in Schedule AB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject then being purchased which the number of Initial Securities set forth in Schedule 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 among the Underwriters as the Representative Xxxxx Fargo Securities in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (CorEnergy Infrastructure 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying WarrantsStock, as set forth in Schedule A, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative in its sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying Warrants300,000 Depositary Shares, as set forth in Schedule B, at the price per share of Common Stock and accompanying Warrant set forth in Schedule AB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject then being purchased which the number of Initial Securities set forth in Schedule 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 among the Underwriters as the Representative Xxxxx Fargo and Xxxxxxx Xxxxx in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (CorEnergy Infrastructure 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 Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 330,000 shares of Common Stock and accompanying WarrantsSeries A Preferred Stock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Jefferies in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Armada Hoffler Properties, 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 Company hereby grants an option to the U.S. Underwriters, severally and not jointly, to purchase up to an additional [ ● [________] shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule AB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial U.S. Securities but not payable on the U.S. Option Securities. The option hereby granted may be exercised for 45 will expire 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 over-allotments which may be made in connection with the offering and distribution of the Initial U.S. Securities upon notice by the Representative Global Coordinator to the 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 (a “"Date of Delivery”") shall be determined by the RepresentativeGlobal Coordinator, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) 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 Representative in its sole discretion shall allocate which U.S. Underwriters, acting severally and not jointly, shall 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 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 among the Underwriters as the Representative Global Coordinator in its sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● 🌑 ] shares of Common Stock and accompanying WarrantsStock, , at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative BofA in its sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 12,900,000 shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Credit Suisse in its sole 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 Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● [—] shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Xxxxxxx Xxxxx in its sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying WarrantsStock, as set forth in Schedule B, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Evercore in its sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 1,125,000 shares of Common Stock and accompanying WarrantsStock, as set forth in Schedule B, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Kennedy-Wilson 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 990,000 shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeXxxxxxx Xxxxx, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Xxxxxxx Xxxxx in its sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 495,000 shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule AC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time on or before the 30th day after the date of the Prospectus upon written notice by the Representative to 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) 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 Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule B opposite the name of such Underwriter bears to the total number of Initial Securities, 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 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 Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● [—] shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Franklin Financial Network 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 1,350,000 shares of Common Stock and accompanying WarrantsStock, as set forth in Schedule B, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Kennedy-Wilson 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of 1,125,000 Common Stock and accompanying WarrantsShares, as set forth in Schedule B, at the price per share of Common Stock and accompanying Warrant set forth in Schedule AC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) three nor later than seven five full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall 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 among the Underwriters as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Government Properties Income 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 Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● [●] shares of Common Stock and accompanying WarrantsSeries A Preferred Stock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Lument 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying Warrants4,500,000 depositary shares, at the price per depositary share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per depositary share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional depositary shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties contained herein contained and subject to the terms and conditions herein set forthforth herein, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 240,000 shares of Common Stock and accompanying WarrantsSeries D Preferred Stock, at on the price per share of Common Stock and accompanying Warrant same basis as set forth in Schedule ASection 2(a) of this Agreement, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Braemar Hotels & Resorts 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying WarrantsStock, as set forth in Schedule B, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative X.X. Xxxxxx in its sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 2,325,000 shares of Common Stock and accompanying WarrantsStock, as set forth in Schedule A, at the price per share of Common Stock and accompanying Warrant set forth in Schedule AD, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 30 calendar days after the date hereof and may be exercised in whole or in part at any time from time to time upon written notice by the Representative to 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) three nor later than seven full business days after the delivery of notice of 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 Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities then being purchased 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 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 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 5,625,000 shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time and from time to time upon written notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying WarrantsStock, as set forth in Schedule A, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 4,350,000 shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 30 days after the date hereof and may be exercised in whole or in part at any time from time to time within the 30-day period upon written notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 480,000 shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule AB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time on or before the 30th day after the date of the Prospectus upon notice by the Representative to 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) 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 Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall 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 among the Underwriters as the Representative in its sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● [—] shares of Common Stock and accompanying WarrantsStock, as set forth in Schedule B, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon written notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Xxxxxxx Xxxxx, Xxxxxxx Xxxxx and Credit Suisse in its their sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 3,913,043 shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Xxxxxxx Xxxxx in its sole 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 Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 2,250,000 shares of Common Stock and accompanying WarrantsStock, as set forth in Schedule B, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Achillion Pharmaceuticals 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● [l] shares of Class A Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Authentic Brands 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● [1,590,000] shares of Common Stock and accompanying WarrantsOption Securities, as set forth in Schedule B, at the price per share of Common Stock and accompanying Warrant ADS set forth in Schedule AC, less an amount amount, if any, per share ADS equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 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 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 Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) 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 Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.then being
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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 828,729 shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor or later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated in its sole 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 840,000 shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option SecuritiesSecurities to cover over-allotments. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time and from time to time upon notice by the Representative Representatives to 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 RepresentativeRepresentatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Tarsus Pharmaceuticals, 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 Company hereby grants an option to the U.S. Underwriters, severally and not jointly, to purchase up to an additional [ ● ] 840,000 shares of Common Stock and accompanying Warrants, at the price per share of Common Stock and accompanying Warrant set forth in Schedule AB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial U.S. Securities but not payable on the U.S. Option Securities. The option hereby granted may be exercised for 45 will expire 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 over-allotments which may be made in connection with the offering and distribution of the Initial U.S. Securities upon notice by the U.S. Representative to the 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 (a “"Date of Delivery”") shall be determined by the U.S. Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) 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 Representative in its sole discretion shall allocate which U.S. Underwriters, acting severally and not jointly, shall 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 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 among the Underwriters as the U.S. Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: u.s. Purchase Agreement (Universal Compression 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 Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● ] shares of Common Stock and accompanying Warrants3,375,000 Units as Option Securities, at the price per share of Common Stock and accompanying Warrant Security set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (FG New America Acquisition II 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 Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ● [•] shares of Common Stock and accompanying WarrantsStock, at the price per share of Common Stock and accompanying Warrant set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, shall will purchase that proportion of the total number of Option Securities subject 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 among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract