Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares of Common Stock at the price set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. The option hereby granted may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate number of all of the Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,757,812 shares of Common Stock Stock, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares of Common Stock 1,375,000 ADSs at the same price per ADS set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by B less an amount per share Ordinary Share represented by such ADSs equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Company, and 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 Timesuch 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 that proportion of the total number of Option Securities then being purchased which that the aggregate number of Initial Securities set forth in Schedule A A-I opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 700,000 depositary shares of Common Stock to cover over-allotments, at the price per depositary share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per depositary share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 depositary shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,275,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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 that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Hudson Pacific Properties, 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 hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,650,000 shares of Common Stock at the price set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. The option hereby granted may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate number of all of the Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Stockholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 975,000 shares of Common Stock at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Representative to the Company and the Selling 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 660,000 shares of Common Stock Depositary Shares, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. A. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,050,000 shares of Common Stock at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by , less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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 three (four, if the exercise of the option occurs after 4:30 p.m. (Eastern time) on any given day) full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate number of all of the Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.such
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 97,500 shares of Common Stock at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 [—] shares of Common Stock at the price Stock, as set forth in Schedule B; provided that A, at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject subject, in each case case, to such adjustments as the Representatives in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Rexford Industrial Realty, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,350,000 shares of Common Stock at the price set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. The option hereby granted may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate number of all of the Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 3,552,631 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day for 30 days after the date hereof and may be exercised in whole or in part from time to time upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject subject, in each case case, to such adjustments as the Representatives Xxxxxxx Xxxxx, Xxxxxxx Xxxxx and Credit Suisse in their sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares 600,000 Option Securities for the purpose of Common Stock covering any overallotments, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,650,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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 that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Hudson Pacific Properties, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 262,500 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject subject, in each case case, to such adjustments as the Representatives X.X. Xxxxxx in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Trust hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares 720,000 Preferred Shares of Common Stock at the price Beneficial Interest, as set forth in Schedule B; provided that B-1, at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Trust and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day will expire 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 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject subject, in each case case, to such adjustments as the Representatives in their discretion Representative shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Purchase Agreement (Pennsylvania Real Estate Investment Trust)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 127,500 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares of Common Stock [_] Option Securities, at the price per share set forth in Schedule B; provided that A plus accrued dividends from the purchase price for any Option Securities shall be reduced by Closing Time, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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 Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,500,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Catalyst Pharmaceuticals, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares of 700,005 Common Stock Shares, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. A. The option hereby granted may be exercised through and including the 30th day for 30 days after the date hereof Closing Time and may be exercised in whole or in part at any time from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but any Date of Delivery after the Closing Time shall not be later than seven full business days nor earlier than one full business day after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 465,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that A, at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares of Common Stock 1,350,000 Depositary Shares, at the price per share set forth in Schedule Bparagraph (a) above; provided that the purchase price per share for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or declared and payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted may be exercised through and including the 30th day will expire 30 days after the date hereof and may be exercised in whole or in part from at any time to time on or before the 30th day after the date hereof upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares of 1,125,000 Common Stock at the price Shares, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Textainer Group Holdings LTD)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 650,000 shares of Common Stock Stock, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by Section 2(a), less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than one business day or later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Biomarin Pharmaceutical Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 [●] shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject subject, in each case case, to such adjustments as the Representatives Mxxxxxx Lxxxx in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 750,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule D, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Underwriters to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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 that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 205,907 shares of Common Stock at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option SecuritiesA hereto. The option hereby granted may be exercised through and including the 30th day will expire 30 days after the date hereof and may be exercised in whole or in part from time to at any time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (ExOne Co)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares of Common Stock 1,050,000 Series B Shares at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. C. The option hereby granted may be exercised through and including the 30th day 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 Xxxxxx Xxxxxxx to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesXxxxxx Xxxxxxx, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (PennyMac Mortgage Investment Trust)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 [●] shares of Class A Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule B, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option 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 hereby grants an option to the Underwriters, severally and not jointly, Underwriters to purchase up to an additional 1,627,500 1,618,405 shares of Class A Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Selling 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, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 450,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject subject, in each case case, to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 [●] shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 862,500 shares of Common Stock at Stock, on the price same basis as set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by Section 2(a) of this Agreement, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Ashford Hospitality Prime, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 300,000 shares of Common Stock at the price Series A Preferred Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 3,000,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than three or later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,950,000 shares of Common Stock at the price set forth in Schedule B; provided that the same purchase price per share as the Underwriters shall pay for any Option Securities shall be reduced by the Initial Securities, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day will expire 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 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 that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Western Asset Mortgage Capital Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,200,000 shares of Common Stock at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. C. The option hereby granted may be exercised through and including the 30th day 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 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 that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,500,000 shares of Common Stock at the price set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. The option hereby granted may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate number of all of the Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,275,000 shares of Common Stock at the price set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. The option hereby granted may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate number of all of the Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 [●] shares of Common Stock Option Securities, at the price per share set forth in Schedule B; provided that A plus accrued dividends from the purchase price for any Option Securities shall be reduced by Closing Time, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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 Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 [·] shares of Common Stock at the price as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Inspire Medical 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 hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 [ ] shares of Common Stock Stock, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time within the 30-day period upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the date that is two full business days after such notice is provided (except in the event the Representatives determine a Date of Delivery will occur at the Closing Time, in which case such notice must be provided on or before the business day immediately preceding the Closing Time). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Montrose Environmental Group, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,687,500 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that B-1, at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule B-1, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, 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 aggregate total number of all of the Initial Securities, 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 (CorEnergy Infrastructure Trust, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Stockholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,706,070 shares of Common Stock at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Representative to the Company and the Selling 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, Representative but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares of Common Stock 14,052,840 ADSs, at the price per ADS set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A-1, less an amount per share ADS equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than three full business days or later than seven full business days after the exercise of said option, except as otherwise agreed by the Representatives and the Company, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A A-1 opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,800,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Achillion Pharmaceuticals Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,237,500 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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 that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Hudson Pacific Properties, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 450,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that A, at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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 TimeTime nor, unless the Representatives and the Company otherwise agree in writing, prior to the second business day after the date on which such option is exercised. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Plymouth Industrial REIT Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 562,500 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,725,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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 that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Hudson Pacific Properties, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares of Common Stock 2,076,923 Ordinary Shares, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities (on a per-share basis) but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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 (i.e. a day on which banks are generally open for ordinary business in Amsterdam, the Netherlands, and New York, United States of America, a “Business Day”) nor earlier than one full Business Day after the exercise of said optionoption (unless mutually agreed by the Representatives and the Company), nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares of Common Stock 600,000 Tangible Equity Units, at the price per Security set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. A. The option hereby granted may be exercised through and including the 30th day 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 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; provided that for any exercise of said option occurring after the Closing Time, such Delivery Date may not be earlier than two full business days after the exercise of said option if the Representative requests any of the items described in clauses (ii), (iii), (iv) or (v) of Section 5(j). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 sharesSecurities.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 [●] shares of Common Stock Stock, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option SecuritiesSecurities to cover over-allotments. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Tarsus Pharmaceuticals, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares of [ l ] Common Stock at the price Shares, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Millicom International Cellular 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 hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 9,000,000 shares of Common Stock at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day will expire 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than two nor later than seven full business days after delivery of such notice of the exercise of said option, nor and in any no event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 300,000 shares of Common Stock at the price Series B Preferred Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option 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 hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 [_________] shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. set forth in Schedule C. The option hereby granted may be exercised through and including the 30th day 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 (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 Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares of Common Stock 768,679 ADSs, at the price per ADS set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised at any time through and including the 30th until one day after the date hereof before Closing Time and may be exercised in whole or in part at any time from time to time upon notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares of 1,265,625 Common Stock Shares, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. A. The option hereby granted may be exercised through and including the 30th day for 30 days after the date hereof of this Agreement and may be exercised in whole or in part at any time from time to time upon notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but any Date of Delivery after the Closing Time shall not be later than seven full business days nor earlier than one full business day after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,200,000 shares of Common Stock at the price set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. The option hereby granted may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate number of all of the Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,125,000 shares of Common Stock Stock, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option or, unless otherwise agreed upon by the Representatives and the Company, earlier than two full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 585,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that the purchase A hereto, at a price for any Option Securities shall be reduced by of $26.95 per share of Common Stock, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Underwriters to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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 that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up purchase, in addition to an additional 1,627,500 shares the Initial Securities, all or any part of Common Stock the Option Securities at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. E. The option hereby granted may be exercised through and including the 30th day 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 Selling Shareholder 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 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 that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject subject, in each case case, to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,500,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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 five full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option 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 hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 975,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day for 30 days after the date hereof and may be exercised in whole or in part from time to time upon written notice by the Representatives to the Company 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject subject, in each case case, to such adjustments as the Representatives Deutsche Bank and Xxxxxxx Xxxxx in their sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 2,250,000 shares of Common Stock at the price set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. The option hereby granted may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate number of all of the Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,071,750 shares of Common Stock at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option SecuritiesA hereto. The option hereby granted may be exercised through and including the 30th day will expire 30 days after the date hereof and may be exercised in whole or in part from time to at any time upon notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,125,000 shares of Common Stock Stock, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by C, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through will expire 30 days from and including the 30th day after the date hereof hereof, and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be at least two Business Days after written notice is given as determined by the Representatives, but shall not be later than seven full business days Business Days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate principal number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 577,500 shares of Common Stock Stock, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject subject, in each case case, to such adjustments as the Representatives Mxxxxxx Lxxxx in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 833,333 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and subject to the terms and conditions herein set forth, the Company Offerors hereby grants grant an option to the Underwriters, severally and not jointly, to purchase at their election up to an additional 1,627,500 shares of Common Stock 1,350,000 Option Securities at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option SecuritiesPricing Agreement. The option hereby granted may be exercised through and including will expire automatically at the close of business on the 30th calendar 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 Offerors setting forth the aggregate number of additional Option Securities as to which the several Underwriters are then exercising the option and the time time, date and date place of payment and delivery for such Option Securities. Any such time and date of payment and delivery (a “"Date of Delivery”") shall be determined by the RepresentativesUnderwriters and the Offerors, 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, unless otherwise agreed upon by the Underwriters and the Offerors. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of each such Underwriter has severally agreed to purchase bears to the aggregate total number of all of the Initial Securities, subject in each case to such adjustments as the Representatives Underwriters in their discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Securities.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the UnderwritersUnderwriters (the “Option”), severally and not jointly, to purchase up to an additional 1,627,500 shares of Common Stock at the price 661,200 ordinary shares, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option Option hereby granted may be exercised through and including the 30th day after the date hereof and may be exercised hereof, once in whole or in part from time to time part, and by no later than December 28, 2020 upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such Such time and date of delivery (a the “Date of Delivery” or the “Option Closing Time”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said optionDecember 31, 2020, nor in any event prior to the Closing Time. If the option Option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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.
Appears in 1 contract
Samples: Underwriting Agreement (Atlantica Sustainable Infrastructure 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 hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 500,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject subject, in each case case, to such adjustments as the Representatives Evercore in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Agenus Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,800,000 shares of Common Stock at the price set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. The option hereby granted may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate number of all of the Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares of Common Stock 1,363,636 Ordinary Shares, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities (on a per-share basis) but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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 (i.e. a day on which banks are generally open for ordinary business in Amsterdam, the Netherlands, and New York, United States of America, a “Business Day”) nor earlier than one full Business Day after the exercise of said optionoption (unless mutually agreed by the Representatives and the Company, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 [15 % of Initial Securities] shares of Common Stock Stock, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted by the Company may be exercised through and including the 30th day for 45 days after the date hereof and may be exercised in whole or in part at any time and from time to time upon notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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 TimeTime nor sooner than the next trading day following delivery of such notice. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Shareholders hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 2,250,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day for 30 days after the date hereof and may be exercised in whole or in part from time to 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 “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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 2,400,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that A, at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject subject, in each case case, to such adjustments as the Representatives in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (Rexford Industrial Realty, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 2,625,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than three or later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Nationstar Mortgage Holdings Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares of 442,500 Common Stock Shares, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. A. The option hereby granted may be exercised through and including the 30th day for 30 days after the date hereof Closing Time and may be exercised in whole or in part at any time from time to time upon notice by the Representatives Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but any Date of Delivery after the Closing Time shall not be later than seven full business days nor earlier than one full business day after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 529,500 shares of Common Stock at the price as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 [●] shares of Common Stock Stock, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Transaction Entities setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than two full business days (other than in connection with a settlement on 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject subject, in each case case, to such adjustments as the Representatives Representatives, in their discretion sole discretion, shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (American Healthcare REIT, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 [•] shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule D, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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 that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,875,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Retail Opportunity Investments Partnership, LP)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 2,610,000 shares of Common Stock Stock, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Transaction Entities setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than two full business days (other than in connection with a settlement on 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject subject, in each case case, to such adjustments as the Representatives Representatives, in their discretion sole discretion, shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Samples: Underwriting Agreement (American Healthcare REIT, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,575,000 shares of Common Stock at the price set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. The option hereby granted may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate number of all of the Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 526,315 shares of Common Stock Stock, at the price per share for the Securities sold to the public set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, Cantor to purchase up to an additional 1,627,500 shares the number of Common Stock at the price Option Securities set forth opposite Cantor’s name in Schedule BExhibit A hereto, at a price of $3.201 per ADS; provided that the purchase price for any Option Securities per ADS shall be reduced by an amount per share ADS equal to any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted may be exercised through and including will expire 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 Cantor to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are Cantor is 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 RepresentativesCantor, 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, Company will purchase that proportion of sell to Cantor the total number of Option Securities then being purchased which the aggregate purchased, and Cantor will purchase that number of Initial Option Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate number of all of the Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional sharesthen being purchased.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,200,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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 that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (Hudson Pacific Properties, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 270,000 shares of Common Stock Series A Stock, at the price set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option SecuritiesPurchase Price Per Share. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (AG Mortgage Investment Trust, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 93,750 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule D, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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 Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (ServisFirst Bancshares, 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 Stockholders, acting severally and not jointly, hereby grants grant an option to the UnderwritersUnderwriters to purchase, severally and not jointly, to purchase up to an additional 1,627,500 · shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. set forth in Schedule A. The option hereby granted may be exercised through and including the 30th day 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 to the Company and the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject subject, in each case case, to such adjustments as the Representatives in their Merrxxx Xxxcx xx its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,500,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that A, at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, subject subject, in each case 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 (A.K.A. Brands Holding Corp.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 360,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,395,335 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that A, at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 sales in excess of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate number of all of the Initial Securities, 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 (Ii-Vi Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 964,000 shares of Common Stock at the price Stock, as set forth in Schedule B; provided that , at the purchase price for any Option Securities shall be reduced by per share set forth in Schedule A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares of Common Stock 690,000 Series A Shares at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. C. The option hereby granted may be exercised through and including the 30th day 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 Xxxxxx Xxxxxxx to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesXxxxxx Xxxxxxx, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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 (PennyMac Mortgage Investment Trust)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 shares of Common Stock 745,471 Ordinary Shares, at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by A, less an amount per share equal to any dividends or distributions paid or declared by the Company and payable on the Initial Securities (on a per-share basis) but not payable on such the Option Securities. The option hereby granted may be exercised through and including the 30th day 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 Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but any Date of Delivery occurring after the Closing Time shall not be later than seven full business days (i.e. a day on which banks are generally open for ordinary business in Amsterdam, the Netherlands, and New York, United States of America, a “Business Day”) nor earlier than one full Business Day after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,627,500 1,750,000 shares of Common Stock at the price per share set forth in Schedule B; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Initial Securities but not payable on such Option Securities. C. The option hereby granted may be exercised through and including the 30th day 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 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 that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the aggregate total number of all of the Initial Securities, 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