Option Securities. In addition, subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities at the price per Note set forth in Schedule I. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I opposite the name of such Underwriter bears to the total principal amount of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notes.
Appears in 3 contracts
Samples: Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.), Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.), Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of 3,000,000 Units as Option Securities Securities, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 3 contracts
Samples: Underwriting Agreement (Southport Acquisition Corp), Underwriting Agreement (Southport Acquisition Corp), Underwriting Agreement (PROOF Acquisition Corp I)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,532,250 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Netgear, Inc), Underwriting Agreement (Arlo Technologies, Inc.)
Option Securities. In addition, subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 1,950,000 principal amount of Option Securities at the price per Note set forth in Schedule I. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I opposite the name of such Underwriter bears to the total principal amount of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notes.
Appears in 2 contracts
Samples: Underwriting Agreement (Sachem Capital Corp.), Underwriting Agreement (Sachem Capital Corp.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal the full amount of the Option Securities at the same purchase price per Note set forth in Schedule I. share as the Underwriters shall pay for the Initial Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted 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 Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but but, if later than the Closing Date, shall not be earlier than three nor later than seven five full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Government Properties Income Trust), Underwriting Agreement (Government Properties Income Trust)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,650,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Parkway Properties Inc), Underwriting Agreement (Parkway Properties Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [●] shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. D, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Red River Bancshares Inc), Underwriting Agreement (Guaranty Bancshares Inc /Tx/)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [●]shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 by the Company may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 2 contracts
Samples: Underwriting Agreement (INVO Bioscience, Inc.), Underwriting Agreement (INVO Bioscience, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,500,000 Units at a price of $3,150,000 principal amount of Option Securities at 9.65 per Unit (taking into account the price per Note set forth in Schedule I. Deferred Underwriting Discount). The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representative, but shall not be earlier than two full business days or later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative in its sole reasonable discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 2 contracts
Samples: Purchase Agreement (National Energy Resources Acquisition CO), Purchase Agreement (National Energy Resources Acquisition CO)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount • shares of Option Securities Common Stock only to cover overallotments, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative [ ] in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 2 contracts
Samples: Underwriting Agreement (WhiteHorse Finance, Inc.), Underwriting Agreement (Garrison Capital Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of 3,750,000 Units as Option Securities Securities, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representative, in its the Representative’s sole discretion discretion, shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Berenson Acquisition Corp. I), Underwriting Agreement (Berenson Acquisition Corp. I)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal the full amount of the Option Securities at the same purchase price per Note set forth in Schedule I. share as the Underwriters shall pay for the Initial Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted 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 Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but but, if later than the Closing Date, shall not be earlier than three nor later than seven five full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Select Income REIT), Underwriting Agreement (Select Income REIT)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option [ ] Securities at the price per Note set forth in Schedule I. B for the Initial Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Underwriters to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the RepresentativeUnderwriters, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notes.]
Appears in 2 contracts
Samples: Underwriting Agreement (RCN Corp /De/), Underwriting Agreement (Cccisg Capital Trust)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of 3,000,000 Units as Option Securities Securities, at the price per Note Security set forth in Schedule I. A, less an amount per Option Security equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional NotesSecurities.
Appears in 2 contracts
Samples: Underwriting Agreement (Worldwide Webb Acquisition Corp.), Underwriting Agreement (Worldwide Webb Acquisition Corp.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of 2,250,000 Units as Option Securities Securities, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 2 contracts
Samples: Underwriting Agreement (Everest Consolidator Acquisition Corp), Underwriting Agreement (Everest Consolidator Acquisition Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the U.S. Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [________] shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. B, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial U.S. Securities but not payable on the U.S. Option Securities. The option hereby granted 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 over-allotments which may be made in connection with the offering and distribution of the Initial U.S. Securities upon notice by the Representative Global Coordinator to the Company setting forth the principal amount number of U.S. Option Securities as to which the several U.S. Underwriters are then exercising the option and the time and date of payment and delivery for such U.S. Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the RepresentativeGlobal Coordinator, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the U.S. Option Securities, each of the U.S. Underwriters, acting severally and not jointly, will purchase that proportion of the total number of U.S. Option Securities then being purchased which the number of Initial U.S. Securities set forth in Schedule I A opposite the name of such U.S. Underwriter bears to the total principal amount number of Initial U.S. Securities, subject, subject in each case, case to such adjustments as the Representative Global Coordinator in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 964,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [ 🌑 ] shares of Option Securities Common Stock, , at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company Partnership hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,050,000 shares of Option Securities at the price per Note Class A shares, as set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Partnership and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company Partnership setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Mxxxxxx Lxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (8point3 Energy Partners LP)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the UnderwritersRepresentatives, severally and not jointly, to purchase up to an additional $3,150,000 principal amount ____ shares of Option Securities the Company's Series A Preferred Shares at the price per Note share set forth in Schedule I. B. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters Representatives are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the RepresentativeRepresentatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Purchase Agreement (Chevy Chase Preferred Capital Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up all (at any time) or any part (from time to an additional $3,150,000 principal amount time) of the Option Securities at the purchase price of US$[●] per Note set forth in Schedule I. Common Share, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representative, but shall not be earlier than three full business days after delivery of such notice or later than seven full business days after the exercise delivery of said optionsuch notice, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Seanergy Maritime Holdings Corp.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of 3,600,000 Units as Option Securities Securities, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [l] shares of Option Securities Class A Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Authentic Brands Group Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 300,000 shares of Option Securities Series B Preferred Stock at the price per Note share set forth in Schedule I. B. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the RepresentativeRepresentatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeTime unless otherwise agreed by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 315,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative BofA and Credit Suisse in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 36,809 shares of Option Securities Series D Preferred Stock, at the price per Note share set forth in on Schedule I. A. The option hereby granted will expire 30 may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but any Date of Delivery occurring after the Closing Time shall not be later than seven (7) full business days nor earlier than two (2) 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 number of Initial Securities set forth in on Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Youngevity International, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [●] shares of Option Securities Class A Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,350,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Kennedy-Wilson Holdings, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 300,000 Depositary Shares, as set forth in Schedule B, at the price per Note share set forth in Schedule I. B, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxx Fargo and Xxxxxxx Xxxxx in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 862,500 shares of Option Securities at Common Stock, on the price per Note same basis as set forth in Schedule I. Section 2(a) of this Agreement, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 300,000 shares of Option Securities Series A Preferred Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 828,729 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be earlier than two 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 2,432,432 shares of Option Securities Class A Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Focus Financial Partners Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 2,884,615 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 465,000 shares of Option Securities Common Stock, as set forth in Schedule A, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 1,125,000 Common Shares, as set forth in Schedule B, at the price per Note share set forth in Schedule I. C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be earlier than three nor later than seven five full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Government Properties Income Trust)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [•] shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 330,000 shares of Option Securities Series A Preferred Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Jefferies in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Armada Hoffler Properties, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 305,084 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Underwriters to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeUnderwriters, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Jefferies in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Verrica Pharmaceuticals Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 543,750 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 by the Company may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 900,000 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Armada Hoffler Properties, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 529,500 shares of Option Securities Common Stock as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 750,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Longboard Pharmaceuticals, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company Partnership hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities [·] Common Units, at the price per Note Common Unit set forth in Schedule I. A, less an amount per Common Unit equal to any dividends or distributions declared by the Partnership and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company Partnership setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional NotesCommon Units.
Appears in 1 contract
Samples: Underwriting Agreement (Susser Petroleum Partners LP)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 5,100,000 shares of Option Securities Common Stock, as set forth in Schedule A, at the price per Note share set forth in Schedule I. D, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 calendar 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 written notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be earlier than three nor later than seven full business days after the delivery of notice of the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which that the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 1,500,000 Ordinary Shares at the price per Note share set forth in Schedule I. B, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but unless such Date of Delivery is the same as the Closing Time as herein defined or otherwise agreed by the Representatives and the Company in writing, the Date of Delivery shall not be later than seven full business days days, or earlier than two full business days, after the exercise of said option, nor in any event prior to the Closing Time, as herein defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Funtalk China Holdings LTD)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 5,250,000 Common Shares, at the price per Note share set forth in Schedule I. A hereto, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentative acting reasonably, but shall not be 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 number of Initial Securities set forth in Schedule I A hereto opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 990,000 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeXxxxxxx Xxxxx, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 855,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 975,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Retail Opportunity Investments Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 2,250,000 shares of Option Securities Common Stock, as set forth in Schedule A, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 840,000 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities to cover over-allotments. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 12,900,000 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Credit Suisse in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up all (at any time) or any part (from time to an additional $3,150,000 principal amount time) of the Option Securities Securities, at the purchase price of US$[●] per Note set forth in Schedule I. Common Share, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be earlier than three full business days after delivery of such notice or later than seven full business days after the exercise delivery of said option, nor in any event prior to the Closing Timesuch notice. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 2,250,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Franklin Street Properties Corp /Ma/)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [—] shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 4,350,000 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for within the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities 30-day period upon written notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 420,000 Depositary Shares, as set forth in Schedule B, at the price per Note share set forth in Schedule I. B, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxx Fargo Securities in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 360,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 495,000 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from at any time to time only for on or before the purpose of covering overallotments made in connection with 30th day after the offering and distribution date of the Initial Securities Prospectus upon written notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I B opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [—] shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Franklin Financial Network Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 2,325,000 shares of Option Securities Common Stock, as set forth in Schedule A, at the price per Note share set forth in Schedule I. D, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 calendar 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 written notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be earlier than three nor later than seven full business days after the delivery of notice of the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which that the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative X.X. Xxxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase an aggregate of up to an additional $3,150,000 principal amount [⦁] shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Rotech Healthcare Holdings Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 637,500 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but any Date of Delivery after the Closing Time shall not be later than seven full business days nor earlier than two full business days 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Paratek Pharmaceuticals, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 3,552,631 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx, Xxxxxxx Xxxxx and Credit Suisse in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 300,000 shares of Option Securities Series B Preferred Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Evercore in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities [●] Ordinary Shares, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time within the 30-day period from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Gauzy Ltd.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 4,500,000 depositary shares, at the price per Note depositary share set forth in Schedule I. A, less an amount per depositary share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesdepositary 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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 500,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Evercore in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities [●] Ordinary Shares, at the price per Note ordinary share set forth in Schedule I. A, less an amount per ordinary share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 50,000,000 aggregate principal amount of Option Securities at the price per Note Securities, as set forth in Schedule I. A, in excess of the aggregate principal amount of Initial Securities, at the purchase price set forth in Schedule B. The option hereby granted will expire 30 calendar 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 written notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be earlier than three nor later than seven full business days after the delivery of notice of the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which that the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 3,913,043 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [•] shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time within that 30 day period from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Guardian Pharmacy Services, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of 3,750,000 Units as Option Securities Securities, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Activate Permanent Capital Corp.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 40,500 shares of Option Securities at Common Stock, on the price per Note same basis as set forth in Schedule I. Section 2(a) of this Agreement, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up purchase, in addition to an additional $3,150,000 principal amount the Initial Securities, all or any part of the Option Securities at the price per Note share set forth in Schedule I. C. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 5,625,000 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount the full number of Option Securities Securities, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company Selling Shareholder setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Hanson Building Products LTD)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 787,500 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,125,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Kennedy-Wilson Holdings, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 14,052,840 ADSs, at the price per Note ADS set forth in Schedule I. A-1, less an amount per ADS equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be earlier than 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 number of Initial Securities set forth in Schedule I A-1 opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional NotesADSs.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,800,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Achillion Pharmaceuticals Inc)
Option Securities. In addition, subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 3,750,000 principal amount of Option Securities at the price per Note set forth in Schedule I. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I opposite the name of such Underwriter bears to the total principal amount of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notes.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 480,000 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. B, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from at any time to time only for on or before the purpose of covering overallotments made in connection with 30th day after the offering and distribution date of the Initial Securities Prospectus upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [—] shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx, Xxxxxxx Xxxxx and Credit Suisse in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [·] shares of Option Securities Common Stock as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [●] shares of Option Securities Series A Preferred Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (Lument Finance Trust, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of 3,375,000 Units as Option Securities Securities, at the price per Note Security set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: Underwriting Agreement (FG New America Acquisition II Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [●] shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 84,000 shares of Option Securities Common Stock at the price per Note share set forth in Schedule I. B. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon notice by the Representative Lead Managers to the Company setting forth the principal amount number of International Option Securities as to which the several Underwriters International Managers are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the RepresentativeLead Managers, 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 International Option Securities, each of the UnderwritersInternational Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule I A opposite the name of such Underwriter International Manager bears to the total principal amount number of Initial International Securities, subject, subject in each case, case to such adjustments as the Representative Lead Managers in its sole their discretion shall make to eliminate any sales or purchases of fractional Notesshares.
Appears in 1 contract
Samples: International Purchase Agreement (Contifinancial Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [Ÿ] shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 3,000,000 Ordinary Shares, at the price per Note share set forth in Schedule I. subsection (a) of this Section 2, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,381,579 shares of Option Securities Common Stock at the price per Note share set forth in Schedule I. A less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative BofAS in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 2,250,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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 and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 4,500,000 Units at a price of $3,150,000 principal amount of Option Securities at 9.65 per Unit (including the price per Note set forth in Schedule I. Deferred Underwriting Discount). The option hereby granted will expire 30 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Xxxxxxx Xxxxx to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeXxxxxxx Xxxxx, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 [____] aggregate principal amount of Option Securities at the price per Note set forth in Schedule I. B. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time on one or more occasions only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 aggregate principal amount of Option Securities then being purchased which the number aggregate principal amount of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total aggregate principal amount of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notes.
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Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,875,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount shares of Option Securities Common Stock, as set forth in Schedule A, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be 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 number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.
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