Common use of Option Securities Clause in Contracts

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 and each Selling Shareholder hereby grant an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B hereto, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Lincoln Educational Services Corp)

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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 Stockholders indicated on Schedule B hereto as selling Option Securities hereunder, acting severally and each Selling Shareholder not jointly, hereby grant an option to the UnderwritersUnderwriters to purchase, severally and not jointly, to purchase up to the number of an additional o shares of Common Stock, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoB, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Xxxxxxx Xxxxx and Xxxxxx Brothers to the Company attorneys-in-fact (as set forth in the Power of Attorney and Custody Agreement) and counsel (as set forth in Section 12 hereof) for the Selling Shareholders Stockholders, setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Ipg Photonics 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number $15,000,000 aggregate principal amount of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the a price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company Purchase Price referred to in Section 2(a) above, plus accrued and payable on unpaid interest from the Initial Securities Closing Date to, but not payable on excluding, the applicable Option SecuritiesClosing Date. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time 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 Representatives to the Company and the Selling Shareholders 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than the earlier of seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10) and the date that is 12 days after the Closing Date, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders purchase, that proportion of the total number principal amount of Option Securities then being purchased which the number principal amount of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number principal amount of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases denominations of fractional sharesless than $1,000.

Appears in 1 contract

Samples: Underwriting Agreement (Horizon Global 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up the Option Securities at a price per share equal to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities Purchase Price referred to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Velocity Financial, LLC)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each the Selling Shareholder Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional 330,000 shares of Common Stock, if any, 17 as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in on Schedule B heretoB, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be 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, the Company and each Selling Shareholder, acting severally and not jointly, will sell that proportion of the Option Securities then being purchased which the Maximum Number of Option Securities set forth opposite the name of such person in Schedule B hereto bears to the aggregate Maximum Number of Option Securities to be sold by the Company and the Selling Shareholders in the aggregate, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Versatility 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock 1,200,000 Preferred Shares at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a “Date of Delivery”) shall be determined by Citigroup on behalf of the RepresentativesUnderwriters, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as Citigroup on behalf of the Representatives Underwriters in their its discretion shall make to eliminate any sales or purchases of fractional sharessales.

Appears in 1 contract

Samples: Underwriting Agreement (Vornado Realty 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of 600,000 Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Biocryst 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 and each the Selling Shareholder Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional 536,250 shares of Common Stock, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoB, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Veeco Instruments 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 and each the Selling Shareholder Stockholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional 584,248 shares of Common Stock, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoB, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders Stockholders setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be 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 Underwriters elect to exercise the option hereby granted by the Company and the Selling Stockholders in part, the Underwriters hereby agree to purchase all of the Options Securities of the Selling Stockholders prior to purchasing any Option Securities of the Company. If less than all of the Option Securities of the Selling Stockholders are to be purchased, then the Underwriters shall purchase from each Selling Stockholder a number of Option Securities equal to the portion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Schedule B opposite the name of such Selling Stockholder bears to the total number of Option Securities of all Selling Stockholders, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. If the option is exercised as to all or any portion of the Option Securities, then each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Eurobancshares 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Us Ecology, 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 and each Selling Shareholder hereby grant grants an option to the International Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 135,000 shares of Common Stock at the price per share set forth in Schedule CB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time (but not more than three times without the consent of the Company (which consent shall not be unreasonably withheld)) only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon notice by the International Representatives to the Company and the Selling Shareholders setting forth the number of International Option Securities as to which the several International Underwriters are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the International Representatives, but shall not be later than seven full business days and not earlier than two full business days after the exercise of said optionoption unless otherwise agreed to by the U.S. Representatives and the Company, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such International Underwriter bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoInternational Securities, subject in each case to such adjustments as the International Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: International Purchase Agreement (Quality Food Centers Inc)

Option Securities. In addition, on the basis of the representations representations, warranties, and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional [●] shares of Common Stock, if anyas may be necessary to cover the Underwriters’ option to purchase additional shares made in connection with the offering of the Initial Securities, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule CPurchase Price, 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 will expire 30 may be exercised for thirty (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 Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Date (defined below), but shall not be later than seven (7) full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate (unless such time and date are postponed in accordance with Section 11 hereof). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A 1 opposite the name of such Underwriter bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Owl Rock 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (TriplePoint Venture Growth BDC Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up any or all of the Option Securities at a price per share equal to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities Purchase Price referred to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”an "Option Closing Date") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that number of Option Securities then being purchased and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Light Sciences Oncology 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 and each the Selling Shareholder Securityholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional 975,000 shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities which up to be Sold” in Schedule B hereto, an additional 825,000 562,500 shares of Common Stock are to be sold by the Company and up to 412,500 shares of Common Stock are to be sold by the Selling Securityholders, as set forth in Schedule B, at the price per share set forth in Schedule CA, 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 will expire may be exercised for 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 Representatives to the Company and the Selling Shareholders Securityholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject subject, in each case case, to such adjustments as the Representatives BofA in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Paragon 28, 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 and each the Selling Shareholder Stockholders, acting severally and not jointly, hereby grant an option options to the Underwriters, severally and not jointly, to purchase up to the number of an additional 384,750 shares of Common Stock, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoB, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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 options hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoptions, nor in any event prior to the Closing Time, as hereinafter defined. If the option is options are exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. If the options are not exercised in full, then Option Securities purchased by the Underwriters shall be purchased pro rata as among each Selling Stockholder and the Company.

Appears in 1 contract

Samples: Purchase Agreement (Oriental Financial 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 Selling Shareholders, acting severally and each Selling Shareholder not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase acquire through the facilities of DTC by way of a crediting of such Securities on the books of DTC to securities accounts of the Underwriters up to the number of shares of Common Stockan additional 1,200,000 Ordinary Shares, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoB, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule CA, 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 will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment for the sale and delivery for transfer of such Option Securities. Any such time and date of delivery sale and transfer (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from acquire through the Company and facilities of DTC by way of a crediting of such Securities on the Selling Shareholders books of DTC to securities accounts of the Underwriters that proportion of the total number of Option Securities then being purchased acquired which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (FleetMatics Group PLC)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase subscribe for up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock 525,000 Ordinary Shares, at the a price per share set forth in Schedule CA, 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 will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days nor earlier than two full business days after the exercise of said option, nor in any event prior to the Closing Time; provided, however, that if the option is exercised prior to the delivery of the Initial Securities at the Closing Time, then the Date of Delivery may be no earlier than one full business day after the exercise of said option; provided further, that the Date of Delivery in such event is the same as hereinafter definedthe delivery of the Initial Securities at the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Prothena Corp Public LTD 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the a price per share set forth in Schedule C, 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 SecuritiesPurchase Price referred to in Section 2(a) above. The option hereby granted will expire 30 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters such Option Securities, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Kronos Worldwide 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of 900,000 Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. In addition to the foregoing, and as a condition to the Underwriters’ purchase of the Option Securities from the Company, the Adviser agrees to pay the Underwriters an amount equal to $0.45 per share, to an account designated in writing by the Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (TriplePoint Venture Growth BDC Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each the Selling Shareholder Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 900,000 shares of Common Stock as set forth in Schedule B at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Activision Inc /Ny)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Zogenix, 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of 750,000 Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (TriplePoint Venture Growth BDC Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder Stockholder, severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional 7,692,342 shares of Class B Common Stock, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoB, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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. C. The option hereby granted will expire 30 days after the date hereof and may be exercised once only in whole or in part 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 Representatives to the Company and the Selling Shareholders Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven three full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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, 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Infonet Services 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 Selling Shareholders, acting severally and each Selling Shareholder hereby grant not jointly, may grant, if so provided in the applicable Terms Agreement, an option to the Underwriters, severally and not jointly, to purchase up to the an additional number of shares of Common Stock, if any, Stock from the Selling Shareholders as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretotherein, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule Ctherein, 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 will expire 30 days after the date hereof of such Terms Agreement and may be exercised in whole or in part (ratably among the Selling Shareholders) from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities each such Underwriter has agreed to purchase as set forth in Schedule A the applicable Terms Agreement opposite the name of such Underwriter bears to the total number of Initial Securities apportioned among Securities, and the Company Selling Shareholders, acting severally and each Selling Shareholder in not jointly, shall sell that proportion to of the “Maximum Number total number of Option Securities then being purchased which the number of Initial Securities each such Selling Shareholder has agreed to be Sold” by each of the Company and the Selling Shareholders sell as set forth on Schedule B heretoin the applicable Terms Agreement opposite the name of such Selling Shareholder bears to the total number of Initial Securities being sold by the Selling Shareholders, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (American Axle & Manufacturing 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 and each Selling Shareholder Partnership hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of 480,000 Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Atlas Resource Partners, L.P.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each the Selling Shareholder Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of an additional [________] Common StockShares, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoB, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company Company, if any, and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time 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 Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be 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, (i) each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and (ii) the Company and each Selling Shareholder, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth on Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Samples: Underwriting Agreement (TBS International 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 and each Selling Shareholder Partnership hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of 825,000 Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Atlas Resource Partners, L.P.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of 522,000 shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by 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 such Option Securities. The option hereby granted will expire 30 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part at any time and 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 Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (PDC Energy, 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number respective numbers of shares of Common Stock, if any, Option Securities set forth opposite the Company’s and each Selling Shareholder’s name of the respective Underwriters in Exhibit A (under Option Securities) hereto at a price per share equal to the heading “Maximum Number of Option Securities Purchase Price referred to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Avid Bioservices, 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up any or all of the Option Securities at a price per share equal to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities Purchase Price referred to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (NUCRYST Pharmaceuticals 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 and each Selling Shareholder Shareholder, severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the that number of shares of Common Stock, if any, set forth Stock opposite the Company’s and each name of such Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” Shareholder on Schedule A, which shares shall total 525,000 in Schedule B heretonumber, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule CE, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to Merrxxx Xxxcx xx the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a "Date of Delivery") shall be determined by the RepresentativesMerrxxx Xxxcx, but xxt shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A B opposite the name of such Underwriter bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their Merrxxx Xxxcx xx its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Aether Systems 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up all (at any time) or any part (from time to time) of the number of shares Option Securities, which may be purchased in any combination of Common StockShares and/or Warrants, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the purchase price of US$[●] per share set forth in Schedule CCommon Share, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities, US$[●] per Pre-Funded Warrant, US$[●] per Class B Warrant and US$[●] per Class C Warrant. The option hereby granted will expire 30 45 days after the date hereof and may be exercised in whole or in part from time to time upon written notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than three full business days after delivery of such notice or later than seven full business days after the exercise delivery of said optionsuch notice, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional sharesshares or warrants.

Appears in 1 contract

Samples: Underwriting Agreement (Seanergy Maritime Holdings Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock 600,000 Preferred Shares at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a “Date of Delivery”) shall be determined by UBS on behalf of the RepresentativesUnderwriters, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as UBS on behalf of the Representatives Underwriters in their its discretion shall make to eliminate any sales or purchases of fractional sharessales.

Appears in 1 contract

Samples: Underwriting Agreement (Vornado Realty 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 and each Selling Shareholder Trust hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock 1,125,000 STRYPES at the price per share STRYPES set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Underwriters to the Company and the Selling Shareholders Trust setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesUnderwriters, but shall not be later than seven full business days (or, in the case of any exercise of said option by notice given after the Closing Time (as hereinafter defined), earlier than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives Underwriters in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Dollar General Strypes 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number respective numbers of Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by 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 such Option Securities. The option hereby granted will expire 30 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”an "Option Closing Date") shall be determined by the Representatives, but shall not be earlier than two full business days after the exercise of said option or later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities bears to the total number of Option Securities, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Emageon 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number $7,500,000 aggregate principal amount of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the a price per share set forth in Schedule C, less an amount per share equal to the Purchase Price referred to in Section 2(a) above (without giving effect to any dividends or distributions declared by accrued interest from the Company and payable on Closing Date referred to in Section 2(c) hereof to the Initial Securities but not payable on relevant Option Closing Date, as defined below) (the Option SecuritiesPurchase Price”). The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total aggregate principal amount of Option Securities then being purchased which the aggregate principal amount of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number aggregate principal amount of Option Securities then being purchased which the number aggregate principal amount of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number aggregate principal amount of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B hereto, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional sharesSecurities.

Appears in 1 contract

Samples: Underwriting Agreement (TriplePoint Venture Growth BDC Corp.)

Option Securities. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the purchase price set forth in paragraph (a) above (without giving effect to any accrued interest from the Closing Time to the applicable Option Closing Time), the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, acting severally and not jointly, to purchase up from the Company, all or any part of the Option Securities, plus any additional aggregate principal amount of Option Securities which such Underwriter may become obligated to purchase pursuant to the number provisions of shares of Common StockSection 9 hereof. The option granted by this Section 1(b) may be exercised only to cover over-allotments, if any, set forth opposite in the Company’s and each Selling Shareholder’s name under the heading “Maximum Number sale of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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 will expire 30 thirty (30) days after the date hereof hereof, and may be exercised in whole or in part from time to time within such period. Such option shall be exercised upon written notice by the Representatives to the Company and the Selling Shareholders setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment for and delivery for of such Option Securities. Any such time and date of delivery and payment (a an Date of DeliveryOption Closing Time”) shall be determined by the Representatives, but shall not be later than seven three (3) full business days (or earlier, without the consent of the Company, than two (2) full business days) after the exercise of said such option, nor in any event prior to the Closing Time, Time (as hereinafter defineddefined below). If the option is exercised as to all or any portion of the Option Securities, the Company will sell that aggregate principal amount of Option Securities then being purchased and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number aggregate principal amount of Option Securities then being purchased which the number aggregate principal amount of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number aggregate principal amount of Initial Securities, plus any additional aggregate principal amount of Initial Securities apportioned among the Company and each Selling Shareholder in proportion which such Underwriter may become obligated to purchase pursuant to the “Maximum Number provisions of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSection 9 hereof, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities.

Appears in 1 contract

Samples: Underwriting Agreement (OFS Capital Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder Stockholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional 562,500 shares of Common Stock, if anyas may be necessary to cover overallotments made in connection with the offering of the Initial Securities, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule Csubsection (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 will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representatives to the Company and the Selling Shareholders Stockholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Time, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedTime (unless such time and date are postponed in accordance with Section 11 hereof). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Runway Growth Finance Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, acting severally and not jointly, to purchase up to 1,500,000 additional Common Shares at a price per share equal to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities Purchase Price referred to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by 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 such Option Securities. The option hereby granted will expire 30 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Underwriters to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesUnderwriters, and may be the Closing Date (as hereinafter defined), but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and will sell to the Selling Shareholders that proportion of Underwriters the total number of Option Securities then being purchased which purchased, and the Underwriters will, acting severally and not jointly, purchase the total number of Option Securities in amounts that are proportionate to the number of Initial Securities set forth in Schedule A opposite that the name of such Underwriter bears Underwriters have agreed to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders purchase hereunder as set forth on Schedule B I hereto, subject in each case subject, however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharesmake.

Appears in 1 contract

Samples: Underwriting Agreement (Lexington Realty 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 Selling Shareholders, acting severally and each Selling Shareholder not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional [—] shares of Common Stock, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoB, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule CA, 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 will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentatives as set forth in the notice, but shall not be earlier than two full business days (unless such Date of Delivery occurs at the Closing Time) or later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject subject, in each case case, to such adjustments as the Representatives Xxxxxxx Xxxxx in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Bloomin' Brands, 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 and each Selling Shareholder Partnership hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of 38,250 Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Underwriters to the Company and the Selling Shareholders Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesUnderwriters, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion Underwriters shall make agree to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Atlas Resource Partners, L.P.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of an additional [●] Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule CA, 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 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 the distribution of the Initial Securities, upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option SecuritiesSecurities (which time and date of payment and delivery shall be at least two business days after the date of delivery of such notice, other than any notice requesting delivery of the Option Securities at the Closing Time). Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Americold Realty 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a)(ii) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Zogenix, 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 and each Selling Shareholder Xxxxxx X. Xxxxxxxx ("Xxxxxxxx"), acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional 348,150 shares of Common Stock, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoB, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders Xxxxxxxx setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Brooks Automation 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 and each Selling Shareholder hereby grant grant(s) an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional [●] shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule CA, 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. Additionally, the Selling Stockholders named in Schedule B hereto grant to the Underwriters an option to purchase up to [●] shares of Common Stock, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire by the Company and the Selling Stockholders may be exercised for 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 Representatives Representative to the Company and the Selling Shareholders Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but any Date of Delivery after the Closing Time shall not be later than seven full business days nor earlier than one business day after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject subject, in each case case, to such adjustments as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.. If the Underwriters elect to purchase less than 100% of the Option Securities, the number of Option Securities to be purchased from the Company and each Selling Stockholder will be allocated in accordance with the proportions set forth on Schedule B.

Appears in 1 contract

Samples: Underwriting Agreement (SenesTech, 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock [-] ADSs at the same price per share ADS set forth in Schedule C, B less an amount per share Common Share represented by such ADSs 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 will expire 30 days after the date hereof of the Prospectus and may be exercised in whole or in part from time to time upon only for the purpose of covering over-allotments by written notice by from the Representatives Representative to the Company and the Selling Shareholders setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option be purchased and the time and date of payment and delivery for on which such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall Securities are to be delivered, as determined by the RepresentativesRepresentative but in no event earlier than the Closing Time or, but shall unless the Representative and the Company otherwise agree in writing, not be earlier than two or later than seven full ten business days after the exercise date of said option, nor in any event prior to the Closing Time, as hereinafter definedsuch notice. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (ATA 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of 4,875,000 Option Securities (i) at a price per Share equal to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock $1.8706 and (ii) at a price per Warrant equal to $0.0094; provided that the price per share set forth in Schedule C, less Share and per Warrant for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Zogenix, 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 and each the Selling Shareholder Shareholder(s), acting severally and not jointly, hereby grant grant(s) an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional l shares of Class A Common Stock, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoB, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule CA, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders Shareholder(s) setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedand with respect to any exercise of such option after the Closing Time, shall not be earlier than two full business days after the exercise of said option. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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, 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject subject, in each case case, to such adjustments as the Representatives Xxxxxxx Xxxxx in their its sole discretion shall make to eliminate any sales or purchases of fractional shares. If the option is exercised as to a portion of the Option Securities, the Option Securities shall be purchased first from the Company then, on a pro rata basis, from the Selling Shareholders selling Option Securities hereunder.

Appears in 1 contract

Samples: Purchase Agreement (Ameresco, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 900,000 shares of Common Stock at a price per share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by 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 such Option Securities. The option hereby granted will expire 30 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, and may be the Closing Date (as hereinafter defined), but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Arbor Realty Trust Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite Option Securities which bears the Company’s and each Selling Shareholder’s name under same proportion to the heading “Maximum Number total number of Option Securities to be Sold” purchased on such Option Closing Date (as defined below) as the number of Initial Securities set forth in Schedule B hereto, an additional 825,000 shares Exhibit A hereto opposite the name of Common Stock such Underwriter bears to the total number of Initial Securities at a price per share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over‑allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than two, nor later than seven seven, full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B hereto, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional sharesDate.

Appears in 1 contract

Samples: Underwriting Agreement (Northwest Natural Gas 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common StockOption Securities, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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. A. The option hereby granted will expire 30 days may be exercised at any time after the date hereof and prior to the latest permissible Date of Delivery hereunder and may be exercised in whole or in part 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 Representatives to the Company and the Selling Shareholders setting forth the number amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event (a) prior to the Closing Time or (b) later than the 12th day following the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number principal amount 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 principal amount of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number Securities, plus any additional principal amount of Option Securities which such Underwriter may become obligated to be Sold” by each purchase pursuant to the provisions of the Company and the Selling Shareholders as set forth on Schedule B heretoSection 10 hereof, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate ensure that any sales or purchases of fractional sharesare in authorized denominations.

Appears in 1 contract

Samples: Underwriting Agreement (PDL Biopharma, 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up all or a portion of the Option Securities at a price per share equal to the number Offering Price referred to in Section 3(a) above less the Underwriters’ commission of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at CDN$0.327; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice (confirmed in writing) by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 11 hereof), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (IMV 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock 570,000 ADSs, at the price per share ADS set forth in Schedule CA, 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 will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but any Date of Delivery occurring after the Closing Time shall not be later than seven full business days nor earlier than two full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharesADSs. The Company agrees to take such steps to cause the delivery of the Option Securities to the Underwriters upon the deposit of Shares with the Depositary, as contemplated by the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Ascendis Pharma a/S)

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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number respective numbers of Option Securities at a price per ADS equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less ADS for any Option Securities shall be reduced by an amount per share ADS equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional sharesADSs.

Appears in 1 contract

Samples: Underwriting Agreement (Sundance Energy Australia 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock 200,000 FELINE PRIDES at the price per share Security set forth in Schedule C, 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 SecuritiesII. The option hereby granted will expire 30 13 days after the date hereof on which the Initial Securities are issued and may be exercised in whole or in part from time to time only for the purpose of covering any over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Underwriters to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesUnderwriters, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives Underwriters in their discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Purchase Agreement (Gabelli Asset Management 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 2,040,000 shares of Common Stock at the price per share set forth in Schedule CB, 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; provided that with respect to an aggregate of up to 409,090 of the Option Securities, if any, allocated at the direction of the Company (the “Directed Option Shares”) to Akamas, the Underwriters shall purchase such Directed Option Shares at the Public Offering Price. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Safe Bulkers, 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of an additional 5,250,000 Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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. C. The option hereby granted will expire 30 days after the date hereof Closing Time (as defined below) and may be exercised in whole or in part 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 Representatives Merrill Lynch and BMO NB to the Company and the Selling Shareholders setting forth the number of Option Securities Opxxxx Xxcxxxxxes 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 RepresentativesMerrill Lynch and BMO NB, but shall not be later than seven full business days after businxxx xxxs xxxxr the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives Merrill Lynch and BMO NB in their discretion shall make to eliminate any sales or purchases axx xxxxs xx xurchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Gerdau Ameristeel 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common StockOption Securities, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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. A. The option hereby granted will expire 30 days may be exercised at any time after the date hereof and prior to the latest permissible Date of Delivery hereunder and may be exercised in whole or in part from time to time for the purpose of covering overallotments made in connection with the offering upon notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option, nor in any event (a) prior to the Closing Time or (b) later than the 13th day from, and including, the date of the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number principal amount 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 principal amount of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number Securities, plus any additional principal amount of Option Securities which such Underwriter may become obligated to be Sold” by each purchase pursuant to the provisions of the Company and the Selling Shareholders as set forth on Schedule B heretoSection 10 hereof, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate ensure that any sales or purchases of fractional sharesare in authorized denominations.

Appears in 1 contract

Samples: Underwriting Agreement (PDL Biopharma, 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 ___________ shares of Common Stock at a price per share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by 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 such Option Securities. The option hereby granted will expire 30 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Underwriters to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”an "Option Closing Date") shall be determined by the RepresentativesUnderwriters, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives Underwriters in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Arbor Realty Trust Inc)

Option Securities. In addition, on the basis of the representations representations, warranties and warranties covenants herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $25,000,000 aggregate principal amount of Option Securities at the number of shares of Common Stockpurchase price set forth in Schedule B for the Initial Securities, plus accrued interest, if any, set forth opposite from the Company’s and each Selling Shareholder’s name under Closing Time to the heading “Maximum Number Date of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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 SecuritiesDelivery (as defined below). The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities, which shall be no earlier than two business days following the date on which the Company receives notice or as otherwise agreed to by the parties hereto. Any Subject to the foregoing, any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number amount of Option Securities then being purchased which the number amount of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number amount of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional sharesamounts less than minimum denominations.

Appears in 1 contract

Samples: Underwriting Agreement (Vertex Pharmaceuticals Inc / Ma)

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Option Securities. In addition, on the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock 645,000 Equity Units at the purchase price per share Option Security set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part part, from time to time time, for the sole purpose of covering sales of Securities in excess of the aggregate number of Initial Securities, upon written notice by the Representatives Underwriters to the Company and the Selling Shareholders on any business day during such 30-day period 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 (each, a Date of Delivery) shall be determined by the RepresentativesUnderwriters, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, Date (as hereinafter defineddefined herein). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives Underwriters in their discretion shall make to eliminate any sales or purchases of fractional shares. For purposes of this Agreement, "business day" means any day on which the New York Stock Exchange, Inc. (the NYSE) is open for bidding.

Appears in 1 contract

Samples: Underwriting Agreement (PNM Resources 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number an aggregate of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of 2,250,000 Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and will sell to the Selling Shareholders that proportion of Underwriters the total number of Option Securities then being purchased which and each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities that bears the same proportion to the total number of Option Securities to be purchased as the number of Initial Securities set forth in Schedule on Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Triangle Petroleum 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 and each Selling Shareholder Partnership hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of 1,950,000 Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Atlas Resource Partners, L.P.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of [—] Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B heretoSection 2(a) above, an additional 825,000 shares for the sole purpose of Common Stock at covering over-allotments in connection with the sale of the Initial Securities; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared payable or paid by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Taylor & Martin 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 Selling Shareholders, acting severally and each Selling Shareholder not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional [—] shares of Common Stock, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoB, an additional 825,000 shares of Common Stock at the purchase price per share set forth in Schedule CA, 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 will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representatives to the Company and Company, the Selling Shareholders and the Attorneys-in-Fact on behalf of the Selling Shareholders listed on Schedule E-1 hereto, as applicable, setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. Unless otherwise agreed by the Company, as hereinafter definedany such notice that is given prior to the Closing Date shall be given at least two business days prior to the date and time of delivery specified therein and any such notice that is given on or after the Closing Date shall be given at least three business days prior to the date and time of delivery specified therein. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.. If the option is exercised as to all or any portion of the Option Securities, each Selling Shareholder shall be obligated to sell Option Securities in proportion to the maximum number of Option Securities to be sold by such Selling Shareholder as set forth in Schedule B.

Appears in 1 contract

Samples: Underwriting Agreement (ATD 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 and each Selling Shareholder Stockholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the additional number of shares of Common Stock, if any, set forth opposite Stock specified with respect to such Selling Stockholder in the Company’s and each Selling Shareholder’s name under the heading column entitled “Maximum Number of Option Securities to be SoldSecuritiesin on Schedule B hereto, an additional 825,000 hereto (· shares of Common Stock in the aggregate for all Selling Stockholders) and the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional · shares of Common Stock, in each case at the price per share set forth in Schedule C, 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. If the Underwriters elect to exercise the option hereby granted by the Selling Stockholders and the Company in part, the Underwriters hereby agree to purchase all of the Options Securities of the Selling Stockholders prior to purchasing any Option Securities of the Company; if less than all of the Option Securities of the Selling Stockholders are to be purchased, then the Underwriters shall purchase from each Selling Stockholder a number of Option Securities equal to the portion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Schedule B opposite the name of such Selling Stockholder bears to the total number of Option Securities of all Selling Stockholders, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time 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 Representatives to the Company Selling Stockholders and the Selling Shareholders Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Ventas 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 and each Selling Shareholder hereby grant grant(s) an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock [ l ] Ordinary Shares, at the price per share set forth in Schedule CA, 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, solely for the purpose of covering over-allotments made in connection with the offering of the Initial Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from at any time to time [on one occasion only] upon a written notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and Such date of delivery (a the “Date of Delivery”) shall be determined by the Representatives, but shall not not, unless the Date of Delivery is determined to occur concurrently with the Closing Time, be earlier than [three] (five, if exercised prior to the Closing Time) full business days or later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject subject, in each case case, to such adjustments as the Representatives BofA in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (VectivBio Holding AG)

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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock 1,050,000 Preferred Shares at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a “Date of Delivery”) shall be determined by UBS Securities LLC on behalf of the RepresentativesUnderwriters, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as UBS Securities LLC on behalf of the Representatives Underwriters in their its discretion shall make to eliminate any sales or purchases of fractional sharessales.

Appears in 1 contract

Samples: Underwriting Agreement (Vornado Realty 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 Selling Shareholders, acting severally and each Selling Shareholder not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase acquire through the facilities of DTC by way of a crediting of such Securities on the books of DTC to securities accounts of the Underwriters up to the number of shares of Common Stockan additional 1,050,000 Ordinary Shares of, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoB, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule CA, 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 will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment for the sale and delivery for transfer of such Option Securities. Any such time and date of delivery sale and transfer (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from acquire through the Company and facilities of DTC by way of a crediting of such Securities on the Selling Shareholders books of DTC to securities accounts of the Underwriters that proportion of the total number of Option Securities then being purchased acquired which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (FleetMatics Group PLC)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Shareholders, acting severally and each Selling Shareholder not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stockan additional [[570,000]] Ordinary Shares, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoopposite the name of such Selling Shareholder, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Mxxxxxx Lxxxx to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesMxxxxxx Lxxxx, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives Mxxxxxx Lxxxx in their its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Subscription and Purchase Agreement (Flamel Technologies Sa)

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 and each Selling Shareholder hereby grant grants an option to the UnderwritersInitial Purchasers, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number an additional $50,000,000 in aggregate principal amount of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters Initial Purchasers are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be 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 UnderwritersInitial Purchasers, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number aggregate principal amount of Option Securities then being purchased which the number principal amount of Initial Securities set forth in Schedule A opposite the name of such Underwriter Initial Purchaser bears to the total number aggregate principal amount of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number Securities, plus any additional principal amount of Option Securities which such Initial Purchaser may become obligated to be Sold” by each purchase pursuant to the provisions of the Company and the Selling Shareholders as set forth on Schedule B heretoSection 11 hereof, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional sharesSecurities.

Appears in 1 contract

Samples: Purchase Agreement (Sierra Pacific Resources /Nv/)

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 Stockholders, acting severally and each Selling Shareholder not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 __________ shares of Common Stock as set forth in Schedule B, at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time on one or more occasions only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. If less than all of the Option Securities are to be sold, Option Securities will be sold by the Selling Stockholders on a pro rata basis in accordance with the number of Option Securities set forth in Schedule B; provided that, notwithstanding the foregoing, up to 300,000 (pre-split) of the Option Securities to be sold by Edward Stack or members of Edward Stack's family will be sold first befoxx xxx xxxxx Option Securitxxx.

Appears in 1 contract

Samples: Purchase Agreement (Dicks Sporting Goods 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number respective numbers of shares of Common Stock, if any, Option Securities set forth opposite the Company’s and each Selling Shareholder’s name under names of the heading “Maximum Number of Option Securities to be Sold” Underwriters in Schedule B Exhibit A hereto, an additional 825,000 shares at a price of Common Stock at $6.58 per ADS; provided that the price per share set forth in Schedule C, less ADS shall be reduced by an amount per share ADS equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company and the Selling Shareholders setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (RedHill Biopharma Ltd.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Underwriter shall have the Company and each Selling Shareholder hereby grant an option to the Underwritersright, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock set forth in Schedule A opposite the name of such Underwriter at the price per share set forth in Schedule Csubsection (a) of this Section; provided, less however, that the purchase price per share for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option SecuritiesSecurities (the “Option Purchase Price”). The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time 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 Representatives to the Company and the Selling Shareholders Forward Counterparties setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders Forward Counterparties 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number Securities, plus any additional number of Option Securities which such Underwriter may become obligated to be Sold” by each purchase pursuant to the provisions of the Company and the Selling Shareholders as set forth on Schedule B heretoSection 9 hereof, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. Following delivery of a notice of exercise of the overallotment option by the Representatives to the Company and the Forward Counterparties, the Company may, in its sole discretion, within one business day after such notice is given, execute and deliver to the Forward Counterparties additional forward agreements, between the Company and the Forward Counterparties (“Additional Forward Agreements”), providing for the forward sale by the Company of a number of shares of Common Stock equal to the aggregate number of Option Securities being purchased pursuant to the exercise of the overallotment option. Upon the Company’s execution and delivery to the Forward Counterparties of the Additional Forward Agreements, the Forward Counterparties shall promptly execute and deliver to the Company, the Additional Forward Agreements, and, upon such execution and delivery, on the basis of the representations and warranties contained herein and subject to the conditions stated herein, each Forward Counterparty, severally and not jointly, hereby agrees to sell to the several Underwriters its one-half of such Option Securities at the Option Purchase Price.

Appears in 1 contract

Samples: Underwriting Agreement (PPL 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number respective numbers of shares of Common Stock, if any, Option Securities set forth opposite the Company’s and each Selling Shareholder’s name under names of the heading “Maximum Number of Option Securities to be Sold” Underwriters in Schedule B Exhibit A hereto, an additional 825,000 shares at a price of Common Stock at $5.17 per ADS; provided that the price per share set forth in Schedule C, less ADS shall be reduced by an amount per share ADS equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company and the Selling Shareholders setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (RedHill Biopharma Ltd.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder hereby grant an option to the Underwriters, severally and not jointly, to purchase up the Option Securities at a price per share equal to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities Purchase Price referred to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters Option Securities, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Dixie 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 and each certain of the Selling Shareholder Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional 603,015 shares of Common Stock, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoB, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders pro rata 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Province Healthcare 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of 1,950,000 Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised exercised, in whole or in part part, and from time to time time, upon written notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Home Loan Servicing Solutions, Ltd.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthforth herein, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 975,000 shares of Common Stock at a price per share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by 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 such Option Securities. The option hereby granted will expire 30 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, and may be the Closing Date (as hereinafter defined), but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Arbor Realty Trust Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder Stockholders hereby grant an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional 562,500 shares of Common Stock, if anyas may be necessary to cover overallotments made in connection with the offering of the Initial Securities, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule Csubsection (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 will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representatives to the Company and the Selling Shareholders Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Time, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedTime (unless such time and date are postponed in accordance with Section 11 hereof). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Runway Growth Finance Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder Unitholder hereby grant grants to the several Underwriters an option to the Underwriterspurchase, severally and not jointly, to purchase up to ratably in accordance with the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Initial Securities to be Sold” purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less Common Unit for any Option Securities shall be reduced by an amount per share Common Unit equal to any dividends distributions declared, paid or distributions declared payable by the Company and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives Underwriters to the Company and the Selling Shareholders Unitholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesUnderwriters, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 11), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Selling Unitholder will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives Underwriters in their discretion shall make to eliminate any sales or purchases of fractional sharesunits.

Appears in 1 contract

Samples: Underwriting Agreement (CNX Midstream Partners LP)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 375,000 shares of Common Stock at the a price per share set forth in Schedule Cof $21.33, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time on one or more occasions upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. In addition, in connection with the sale of any Option Securities, the Adviser agrees to make the per share Adviser Supplemental Payment and Adviser Sales Load Payment with respect to such Option Securities.

Appears in 1 contract

Samples: Purchase Agreement (Crescent Capital BDC, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthforth several of the Selling Shareholders, identified in Schedule B under the Company caption "Option Securities" acting severally and each Selling Shareholder not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional 370,264 shares of Common Stock, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoB, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their its discretion shall make to eliminate any sales sale or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Sykes Enterprises 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 and each the Selling Shareholder Stockholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional [__________] shares of Common Stock, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoD, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule CB, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Maincontrol Inc /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 and each the Selling Shareholder Stockholders, acting severally and not jointly, hereby grant grant(s) an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional 561,000 shares of Common Stock, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoB, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Merrill Lynch to the Company and the Selling Shareholders Stockholders setting forth the number fortx xxx xuxxxx 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 RepresentativesMerrill Lynch, but shall not be later than seven full business days after the exercise afxxx xxx xxxxxise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives Merrill Lynch in their its discretion shall make to eliminate any sales or purchases pxxxxxxxs xx xractional shares. If a portion of fractional sharesthe option is exercised, the exercise will be allocated pro rata among the Company and the Selling Stockholders, unless otherwise agreed to by the Company, the Selling Stockholders and the Underwriters.

Appears in 1 contract

Samples: Purchase Agreement (Blue Nile 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of 3,000,000 Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (CubeSmart, L.P.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each the Selling Shareholder Shareholders, severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to the number respective numbers of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock set forth in Schedule F opposite the name of the Company and the Selling Shareholders at the price per share set forth in Schedule CB, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be 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, the Company and each of the Selling Shareholders, severally not jointly, will sell to the Underwriters that proportion of the number of Option Securities then being purchased which the number of Option Securities set forth in Schedule F opposite the name of the Company or such Selling Shareholder, as the case may be, bears to the total number of Option Securities set forth in Schedule F, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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, 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Si International Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, for the sole purpose of covering over-allotments in connection with the sale of the Initial Securities, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase purchase, within the 13-day period beginning on, and including, the Closing Date, up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number respective numbers of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, less an amount Exhibit A hereto at a price per share Security equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option SecuritiesPurchase Price referred to in Section 2(a) hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Company will sell to the Underwriters, acting severally and not jointly, the respective number of Option Securities set forth in Exhibit A hereto (or, if applicable, the proportion thereof as set forth below), and each Underwriter, severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which that the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Spire 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 Selling Stockholder(s), acting severally and each Selling Shareholder not jointly, hereby grant grant(s) an option to the Underwriters, severally and not jointly, to purchase up to the number of an additional l shares of Common Stock, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoB, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule CA, 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 will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders Stockholder(s) setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Advanced BioHealing 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock 450,000 Preferred Shares at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a "Date of Delivery") shall be determined by Bear Xxxxxxx on behalf of the RepresentativesUnderwriters, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as Bear Xxxxxxx on behalf of the Representatives Underwriters in their its discretion shall make to eliminate any sales or purchases of fractional sharessales.

Appears in 1 contract

Samples: Underwriting Agreement (Vornado Realty 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of 1,800,000 Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a)(ii) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Zogenix, 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 and each Selling Shareholder Partnership hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of 975,000 Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Atlas Resource Partners, L.P.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock 1,050,000 Preferred Shares at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a "Date of Delivery") shall be determined by Morgan Stanley on behalf of the RepresentativesUnderwriters, but shall not be later than seven full txxx xxvxx xxxx business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as Morgan Stanley on behalf of the Representatives Underwriters in their its discretion shall make to eliminate mxxx xx xxxxxxxte any sales or purchases of fractional sharessales.

Appears in 1 contract

Samples: Underwriting Agreement (Vornado Realty 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of 937,500 Option Securities at a price per Trust Unit equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less Trust Unit for any Option Securities shall be reduced by an amount per share Trust Unit equal to any dividends or distributions declared declared, paid or payable by the Company and payable Trust on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company Trust and the Selling Shareholders Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 11), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters all of the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional sharesunits.

Appears in 1 contract

Samples: Underwriting Agreement (PermRock Royalty Trust)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of 2,000,000 Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised exercised, in whole or in part part, and from time to time 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 by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Home Loan Servicing Solutions, 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 4,650,000 shares of Common Stock at the price per share set forth in Schedule CAnnex II, 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 Representatives, on behalf of the Underwriters, may exercise this right in whole or from time to time in part by giving written notice of each election to exercise this option hereby granted will expire not later than 30 days after the date hereof and may be exercised in whole or in part from time to time upon Closing Date. Any exercise notice by the Representatives to the Company and the Selling Shareholders setting forth shall specify the number of Option Securities as to which be purchased by the several Underwriters are then exercising the option and the time and date of payment and delivery for on which such Option SecuritiesSecurities are to be purchased. Any such time and Each purchase date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall must be at least one business day after the written notice is given and may not be earlier than the Closing Date nor later than seven full ten business days after the exercise date of said option, nor such notice. Option Securities may be purchased as provided in any event prior to this Section 2 solely for the Closing Time, as hereinafter definedpurpose of covering sales of Securities in excess of the number of Initial Securities sold in connection with the offering of the Initial Securities. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will will, on the Optional Closing Date (as defined below) if any, purchase from the Company and the Selling Shareholders 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Prologis, 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stock, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities at a price per share equal to be Sold” the Purchase Price referred to in Schedule B hereto, an additional 825,000 shares of Common Stock at Section 2(a)(ii) above; provided that the price per share set forth in Schedule C, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing TimeDate, as hereinafter definednor, unless the Representatives and the Company otherwise agree in writing or such Option Closing Date is the Closing Date, earlier than two business days after the exercise of said option. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Globeimmune 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 Selling Shareholders, acting severally and each Selling Shareholder not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common Stockan additional 375,750 Ordinary Shares, if any, as set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B heretoB, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Xxxxxxx Xxxxx and Citigroup to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, Xxxxxxx Xxxxx and Citigroup but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the each Selling Shareholders Shareholder 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 apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number of Option Securities to be Sold” by each of the Company and the Selling Shareholders as set forth on Schedule B heretoSecurities, subject in each case to such adjustments as the Representatives Xxxxxxx Xxxxx and Citigroup in their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Given Imaging 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 and each Selling Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to the number of shares of Common StockOption Securities, if any, set forth opposite the Company’s and each Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule B hereto, an additional 825,000 shares of Common Stock at the price per share set forth in Schedule C, 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. A. The option hereby granted will expire 30 days may be exercised at any time after the date hereof and prior to the latest permissible Date of Delivery hereunder and may be exercised in whole or in part 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 Representatives Representative to the Company and the Selling Shareholders setting forth the number amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option, nor in any event (a) prior to the Closing Time or (b) later than the 12th day following the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company and the Selling Shareholders that proportion of the total number principal amount 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 principal amount of Initial Securities apportioned among the Company and each Selling Shareholder in proportion to the “Maximum Number Securities, plus any additional principal amount of Option Securities which such Underwriter may become obligated to be Sold” by each purchase pursuant to the provisions of the Company and the Selling Shareholders as set forth on Schedule B heretoSection 10 hereof, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate ensure that any sales or purchases of fractional sharesare in authorized denominations.

Appears in 1 contract

Samples: Underwriting Agreement (PDL Biopharma, Inc.)

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