Common use of Option Shares Clause in Contracts

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price set forth in paragraph (a) above plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 5 contracts

Samples: Underwriting Agreement (FBR Asset Investment Corp/Va), Underwriting Agreement (FBR Asset Investment Corp/Va), FBR Asset Investment Corp/Va

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Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price per share set forth in paragraph (a) above plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments allotments, which may be made in connection with the offering and distribution of the Initial Shares Shares, upon notice during such 30-day period by the Representatives Underwriters to the Company setting forth the number of Option Shares as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments adjustment among Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 4 contracts

Samples: Underwriting Agreement (Rait Investment Trust), Underwriting Agreement (Rait Investment Trust), Rait Investment Trust

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering to cover over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 4 contracts

Samples: Underwriting Agreement (Aames Investment Corp), Underwriting Agreement (Aames Investment Corp), Underwriting Agreement (Aames Investment Corp)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price per share set forth in paragraph (a) above plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments allotments, which may be made in connection with the offering and distribution of the Initial Shares Shares, upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 3 contracts

Samples: Underwriting Agreement (Rait Investment Trust), Underwriting Agreement (Resource Asset Investment Trust), Underwriting Agreement (Rait Investment Trust)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forthforth herein, the Company Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase from up to an additional _______ Common Shares in the Company all or any part of the Option Shares aggregate at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. 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 over-allotments which may be made in connection with the offering and distribution of the Initial Primary Shares upon notice by the Representatives to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery"“DATE OF DELIVERY”) shall be determined by the Representatives, but shall not be later than seven (7) full business days and no earlier than three (nor earlier, without the consent of the Company, than two 3) full business days) 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 Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Primary Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Primary Shares, subject in each case to such adjustments among Underwriters as the Representatives ______________ in their sole its discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Tortoise Energy Infrastructure Corp), Underwriting Agreement (Tortoise Energy Infrastructure Corp)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forthforth herein, the Company Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase from up to an additional ________________ Common Shares in the Company all or any part of the Option Shares aggregate at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. 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 over-allotments which may be made in connection with the offering and distribution of the Initial Primary Shares upon notice by the Representatives to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of DeliveryDATE OF DELIVERY") shall be determined by the Representatives, but shall not be later than seven (7) full business days and no earlier than three (nor earlier, without the consent of the Company, than two 3) full business days) 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 Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Primary Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Primary Shares, subject in each case to such adjustments among Underwriters as the Representatives Stifel Nicolaus in their sole its discretion shall make to eliminate any sales or purchases xxxxxxxxx xx x fractional number of fractional sharesOption Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 2 contracts

Samples: Tortoise Energy Infrastructure Corp, Tortoise Energy Infrastructure Corp

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven three full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Specialty Underwriters Alliance, Inc.), Specialty Underwriters (Specialty Underwriters Alliance, Inc.)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in subsection (a) above, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised once in whole or in part from time to time part, only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven three full business days (nor earlier, without the consent of the Company, or earlier than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined, without the consent of the Company. If the option is exercised as to all or any portion of the Option Shares, the Company will sell and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Highland Hospitality Corp), Underwriting Agreement (Highland Hospitality Corp)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price per share set forth in paragraph (a) above plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments allotments, which may be made in connection with the offering and distribution of the Initial Shares Shares, upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Agreement (Resource Asset Investment Trust), Agreement (Resource Asset Investment Trust)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, the Company Fund hereby grants an option to the Underwriters, severally and not jointly, Underwriters to purchase from the Company all or any part up to an additional [ ] shares of the Option Shares Common Stock at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. 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 over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time time, date and date place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Merrill Lynch in their sole its discretion shall make to eliminate any sales or purchases pxxxxxses of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 2 contracts

Samples: Purchase Agreement (Muni Intermediate Duration Fund Inc), Purchase Agreement (Muni New York Intermediate Duration Fund Inc)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 9 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell the total number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Quanta Capital Holdings LTD), Quanta Capital Holdings LTD

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 thirty (30) days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which that may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three (3) full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, Time (as hereinafter defined). If the option is exercised as to all or any portion of the Option Shares, the Company will sell the total number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Bimini Mortgage Management Inc), Underwriting Agreement (Bimini Mortgage Management Inc)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained in, and subject to the terms and of conditions herein set forthof, this Agreement, the Company hereby grants an option to the UnderwritersUnderwriters an option, severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Schedule II plus any additional number of Option Shares shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Wachovia Capital Markets, LLC to the Company setting forth the number of Option Shares as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesWachovia Capital Markets, LLC, but shall not be later than seven full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Wachovia Capital Markets, LLC in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Sl Green Realty Corp), Sl Green Realty Corp

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery"Delivery (as defined below) shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Allied Healthcare International Inc), Allied Healthcare International Inc

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven five full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Ashford Hospitality Trust Inc), Ashford Hospitality Trust Inc

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, forth the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company all or any part up to an aggregate of the 1,875,000 Option Shares at the purchase price per share set forth in paragraph (a) above plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 9 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name same of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares after the initial public offering to such extent as the Underwriters may determine.

Appears in 1 contract

Samples: Underwriting Agreement (Icon Holdings Corp)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell the Option Shares to the Underwriters, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Brillian Corp)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, the Company Fund hereby grants an option to the Underwriters, severally and not jointly, Underwriters to purchase from the Company all or any part up to an additional [______] shares of the Option Shares Common Stock at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. 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 over-allotments overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time time, date and date place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Representative in their sole its discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: Purchase Agreement (Diversified Income Strategies Portfolio, Inc.)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") delivery, as hereafter defined, shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that proportion of the total number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Pacific Premier Bancorp Inc)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in subsection (a) above, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Highland Hospitality Corp)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company at the purchase price per share set forth in paragraph (a), all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Integrated Alarm Services Group Inc)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forthforth herein, the Company Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase from up to an additional 251,257 Common Shares in the Company all or any part of the Option Shares aggregate at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. 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 over-allotments which may be made in connection with the offering and distribution of the Initial Primary Shares upon notice by the Representatives to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery"“DATE OF DELIVERY”) shall be determined by the Representatives, but shall not be later than seven (7) full business days and no earlier than three (nor earlier, without the consent of the Company, than two 3) full business days) 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 Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Primary Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Primary Shares, subject in each case to such adjustments among Underwriters as the Representatives Mxxxxxx Lxxxx in their sole its discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Tortoise Energy Infrastructure Corp)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven five full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Ashford Hospitality Trust Inc)

Option Shares. In addition, upon Upon the basis of the representations and warranties and representations and subject to the other terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, FBR to (i) purchase from the Company all or any part Company, as initial purchaser, up to an aggregate of the 2,062,500 Option Shares at the purchase price set forth in paragraph 144A/Regulation S Purchase Price per share (athe “Purchased Option Shares”); and (ii) above plus any additional place, as sole placement agent for the Company, up to that number of Option Shares that such Underwriter may become obligated remaining, after subtracting any Purchased Option Shares with respect to purchase which FBR has exercised its option pursuant to clause (i) above, at the provisions of Section 8 hereofRegulation D Purchase Price per share (the “Placed Option Shares”). The option granted hereby granted will expire 30 thirty (30) days after the date hereof and may be exercised in whole or in part from time in up to time three installments, including at the Closing Time, only for the purpose of covering over-additional allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives FBR to the Company setting forth (i) the number of Option Shares as to which the Underwriters are FBR is then exercising the option option, (ii) the names and denominations to which the Option Shares are to be delivered in book-entry form through the facilities of The Depository Trust Company (“DTC”), (iii) the number of Option Shares that will be Purchased Option Shares and the number of Option Shares that will be Placed Option Shares, and (iv) the time and date of payment for and delivery for of such Option SharesShares in book-entry form. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesFBR, but shall not be later than seven five (5) full business days (nor earlier, without the consent of the Company, earlier than two (2) full business days) days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If unless otherwise agreed in writing by FBR and the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharesCompany.

Appears in 1 contract

Samples: Purchase/Placement Agreement (Horsehead Holding Corp)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price per share set forth in paragraph (a) above plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments allotments, which may be made in connection with the offering and distribution of the Initial Shares Shares, upon notice during such 30 day period by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Rait Investment Trust)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forthforth herein, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from up to an additional 187,500 Common Shares in the Company all or any part of the Option Shares aggregate, at the purchase price per share set forth in paragraph (aSection 2(a) above plus above, less an amount equal to any additional number of dividend paid by the Company and payable on any Firm Shares and not payable on such Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Firm Shares upon notice by the Representatives Underwriters to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "the “Date of Delivery") shall be determined by the RepresentativesUnderwriters, but shall not be later than seven (7) full business days and no earlier than three (nor earlier, without the consent of the Company, than two 3) full business days) 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 Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Firm Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments among Underwriters as the Representatives BB&T in their sole its discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: Main Street Capital CORP

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company all or any part of the up to an additional 1,050,000 Option Shares at the purchase price Shares, as set forth in paragraph (a) above plus Schedule B, at the price per share set forth in Schedule C, less an amount per share equal to any additional number of dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Xxxxxxx Xxxxx to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesXxxxxxx Xxxxx, but shall not be later than seven full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Xxxxxxx Xxxxx in their sole its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Credit Agreement (Orient Express Hotels LTD)

Option Shares. In addition, upon On the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters an option to the Underwriters, severally and not jointly, purchase up to purchase from the Company all or any part of the an additional 15,300,000 Option Shares at the purchase price set forth in paragraph (a) above plus on Schedule II hereto, less an amount per Option Share equal to any additional number of dividends declared by the Company and payable on the Initial Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. The Such option hereby granted will shall expire 30 days after from the date hereof hereof, and may be exercised on up to two occasions in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days (nor earlier, without the consent of the Company, and not earlier than two full business days) days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedunless otherwise agreed between the Representative and the Company. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will shall purchase that proportion of the total number of Option Shares then being purchased, purchased which the total number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Representative in their sole its discretion shall make to eliminate any sales sale or purchases of fractional sharesShares.

Appears in 1 contract

Samples: Preferred Stock (Merrill Lynch & Co Inc)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained in, and subject to the terms and of conditions herein set forthof, this Agreement, the Company hereby grants an option to the UnderwritersUnderwriters an option, severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Schedule II plus any additional number of Option Shares shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 20 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Citigroup Global Markets Inc. to the Company setting forth the number of Option Shares as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesCitigroup Global Markets Inc., but shall not be later than seven full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Citigroup Global Markets Inc. in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Sl Green Realty Corp

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof of the Prospectus and may be exercised in whole or in part from time to time on one occasion only solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesUnderwriters, but shall not be later than seven five full business days (nor or earlier, without the consent of the Company, than two three full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell to the Underwriters, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives they, in their sole discretion discretion, shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Jameson Inns Inc)

Option Shares. In addition, upon On the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters an option to purchase up to an additional 6,120,000 depositary shares at the UnderwritersShare Purchase Price referred to in this Section 2(b), severally and not jointly, less an amount per Option Share equal to purchase from any dividends declared by the Company all or any part of and payable on the Initial Shares but not payable on the Option Shares at the purchase price set forth in paragraph (a) above plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. The Such option hereby granted will shall expire 30 days after from the date hereof hereof, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days (nor earlier, without the consent of the Company, and not earlier than two full business days) days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedunless otherwise agreed between the Representative and the Company. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will shall purchase that proportion of the total number of Option Shares then being purchased, purchased which the total number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Representative in their sole its discretion shall make to eliminate any sales sale or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Merrill Lynch & Co Inc)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forthforth herein, the Company Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase from up to an additional [_________] Common Shares in the Company all or any part of the Option Shares aggregate at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. 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 over-allotments which may be made in connection with the offering and distribution of the Initial Primary Shares upon notice by the Representatives to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven (7) full business days and no earlier than three (nor earlier, without the consent of the Company, than two 3) full business days) 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 Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Primary Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Primary Shares, subject in each case to such adjustments among Underwriters as the Representatives Morgan Keegan in their sole discretion shall its xxxxxxxxxx xxall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: RMK Multi (RMK Multi-Sector High Income Fund Inc)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a an "Date of DeliveryOption Closing Time") shall be determined by the RepresentativesRepresentative, but shall not be later than seven five full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Initial Closing Time, Time (as hereinafter defined). If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Capital Lease Funding Inc

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof of the Prospectus and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell to each of the Underwriters, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: TRM Corp

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which that may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, Time (as hereinafter defined). If the option is exercised as to all or any portion of the Option Shares, the Company will sell the total number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Bimini Mortgage Management Inc)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven five full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defineddefined below. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Government Properties Trust Inc

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in Section 1(a) hereof, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery"an “Option Closing Time”) shall be determined by the Representatives, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell the number of Option Shares specified in such notice, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in on Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Meruelo Maddux Properties, Inc.)

Option Shares. In addition, upon On the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters an option to the Underwriters, severally and not jointly, purchase up to purchase from the Company all or any part of the Option Shares an additional 4,500,000 depositary shares at the purchase price set forth referred to in paragraph (a) above plus this Section 2(a), less an amount per Option Share equal to any additional number of dividends declared by the Company and payable on the Initial Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. The Such option hereby granted will shall expire 30 days after from the date hereof hereof, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days (nor earlier, without the consent of the Company, and not earlier than two full business days) days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedunless otherwise agreed between the Representative and the Company. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will shall purchase that proportion of the total number of Option Shares then being purchased, purchased which the total number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Representative in their sole its discretion shall make to eliminate any sales sale or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Merrill Lynch & Co Inc)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in subsection (a) above, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised once in whole or in part from time to time part, only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor earlier, without the consent of the Company, or earlier than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined, without the consent of the Company. If the option is exercised as to all or any portion of the Option Shares, the Company will sell and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Highland Hospitality Corp)

Option Shares. In addition, upon Upon the basis of the representations and warranties and representations and subject to the other terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, FBR to (i) purchase from the Company all or any part Company, as initial purchaser, up to an aggregate of the 833,333 Option Shares at the purchase price set forth in paragraph Rule 144A/Regulation S Purchase Price per share (athe “Purchased Option Shares”); and (ii) above plus any additional place, as exclusive placement agent for the Company, up to that number of Option Shares that such Underwriter may become obligated remaining, after subtracting any Purchased Option Shares with respect to purchase which FBR has exercised its option pursuant to clause (i), at the provisions of Section 8 hereofRegulation D Purchase Price per share (the “Placed Option Shares”). The option granted hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time in one or more installments, including at the Closing Time, only for the purpose of covering over-additional allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives FBR to the Company setting forth (i) the number of Option Shares as to which the Underwriters are FBR is then exercising the option option, (ii) the names and denominations to which the Option Shares are to be delivered in book-entry form through the facilities of The Depository Trust Company (“DTC”), (iii) the number of Option Shares that will be Purchased Option Shares and the number of Option Shares that will be Placed Option Shares, and (iv) the time and date of payment for and delivery for of such Option SharesShares in book-entry form. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesFBR, but shall not be later than seven five full business days (nor earlier, without the consent of the Company, earlier than two full business days) days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If unless otherwise agreed in writing by FBR and the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharesCompany.

Appears in 1 contract

Samples: Purchase/Placement Agreement (Stonegate Mortgage Corp)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to purchase to the Underwriters, acting severally and not jointly, up to purchase from the Company all or any part of the Option Shares at the purchase price set forth in paragraph (a) above an additional 6,300,000 Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares after the initial public offering to such extent as the Underwriters may determine.

Appears in 1 contract

Samples: Key Energy Services Inc

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters, severally and not jointly, Underwriter to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that such which the Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Underwriter to the Company and the Attorneys setting forth the number of Option Shares as to which the Underwriters Underwriter are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery"an “Option Closing Time”) shall be determined by the RepresentativesUnderwriter, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, Company will purchase sell that proportion of the total number of Option Shares then being purchased, which purchased and the Underwriter will purchase the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Option Shares, subject in each case to such adjustments among Underwriters as adjustment by the Representatives Underwriter in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Uranium Trading Corp)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forthforth herein, the Company Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase from up to an additional [__________] Common Shares in the Company all or any part of the Option Shares aggregate at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. 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 over-allotments which may be made in connection with the offering and distribution of the Initial Primary Shares upon notice by the Representatives to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven (7) full business days and no earlier than three (nor earlier, without the consent of the Company, than two 3) full business days) 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 Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Primary Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Primary Shares, subject in each case to such adjustments among Underwriters as the Representatives Morgan Keegan in their sole discretion shall its discxxxxxx xxxxx make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (RMK Advantage Income Fund, Inc.)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties herein contained, and subject to the terms and conditions herein set forth, the Company hereby grants an option to the U.S. Underwriters, severally and not jointly, to purchase from the Company all or any part of the up to an additional 565,516 U.S. Option Shares at the purchase price per share set forth in paragraph (a) above plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. Schedule B. The option hereby granted will expire 30 days after the date hereof of this Agreement, and may be exercised exercised, in whole or in part from time to time (but not more than once), only for the purpose of covering over-allotments which that may be made in connection with the offering and distribution of the Initial U.S. Shares upon notice by the Representatives U.S. Representative to the Company setting forth the number of U.S. Option Shares as to which the several U.S. Underwriters are then exercising the option option, and the time and date of payment and delivery for of such U.S. Option Shares. Any such Such time and date of delivery (a the "Date of Delivery") shall be determined by the RepresentativesGlobal Coordinator, but shall not be later than seven full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the U.S. Option Shares, each of the U.S. Underwriters, acting severally and not jointly, will purchase from the Company that proportion portion of the total aggregate number of U.S. Option Shares then being purchased, purchased which the number of Initial U.S. Shares set forth in Schedule I A opposite the name of such U.S. Underwriter bears to the total number of Initial SharesU.S. Shares (such proportion is hereinafter referred to as such U.S. Underwriter's "underwriting obligation proportion"), subject in each case to such adjustments among Underwriters as the Representatives Global Coordinator, in their sole discretion its discretion, shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Lowes Companies Inc

Option Shares. In addition, upon the basis of the representations and warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company shall be obligated to sell the number of Option Shares as to which the Representative shall have exercised the over-allotment option and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Lakeland Industries Inc)

Option Shares. In addition, upon Upon the basis of the representations and warranties and representations and subject to the other terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, FBR to (i) purchase from the Company all or any part Company, as initial purchaser, up to an aggregate of the 1,822,678 Option Shares at the purchase price set forth in paragraph 144A/Regulation S Purchase Price per share (athe “Purchased Option Shares”); and (ii) above plus any additional place, as sole placement agent for the Company, up to that number of Option Shares that such Underwriter may become obligated remaining, after subtracting any Purchased Option Shares with respect to purchase which FBR has exercised its option pursuant to clause (i) above, at the provisions of Section 8 hereofRegulation D Purchase Price per share (the “Placed Option Shares”). The option granted hereby granted will expire 30 thirty (30) days after the date hereof and may be exercised in whole or in part from time in up to time three installments, including at the Closing Time, only for the purpose of covering over-additional allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives FBR to the Company setting forth (i) the number of Option Shares as to which the Underwriters are FBR is then exercising the option option, (ii) the names and denominations to which the Option Shares are to be delivered in book-entry form through the facilities of The Depository Trust Company (“DTC”), (iii) the number of Option Shares that will be Purchased Option Shares and the number of Option Shares that will be Placed Option Shares, and (iv) the time and date of payment for and delivery for of such Option SharesShares in book-entry form. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesFBR, but shall not be later than seven five (5) full business days (nor earlier, without the consent of the Company, earlier than two (2) full business days) days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If unless otherwise agreed in writing by FBR and the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharesCompany.

Appears in 1 contract

Samples: Purchase/Placement Agreement (Horsehead Holding Corp)

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Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forthforth herein, the Company Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase from up to an additional 3,150,000 Common Shares in the Company all or any part of the Option Shares aggregate at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. 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 over-allotments which may be made in connection with the offering and distribution of the Initial Primary Shares upon notice by the Representatives to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven (7) full business days and no earlier than three (nor earlier, without the consent of the Company, than two 3) full business days) 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 Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Primary Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Primary Shares, subject in each case to such adjustments among Underwriters as the Representatives Xxxxxx Xxxxxx in their sole its discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: RMK Strategic (RMK Strategic Income Fund Inc)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery"an “Option Closing Time”) shall be determined by the Representatives, but shall not be later than seven five full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Initial Closing Time, Time (as hereinafter defined). If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Capital Lease Funding Inc)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price per share set forth in paragraph (a) above plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments allotments, which may be made in connection with the offering and distribution of the Initial Shares Shares, upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days (nor earlier, without the consent of the Company, earlier than two full business days) days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined, unless otherwise agreed by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Anthracite Capital Inc

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I opposite the name of the Company bears to the total number of Initial Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives they in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (McSi Inc)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, the Company Fund hereby grants an option to the Underwriters, severally and not jointly, Underwriters to purchase from the Company all or any part up to an additional [ ] shares of the Option Shares Common Stock at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. 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 over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time time, date and date place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Merrill Lynch in their sole its discretion shall make to eliminate any sales or purchases salxx xx xurxxxxxs of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: Purchase Agreement (Preferred & Corporate Income Strategies Fund Inc)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, the Company Fund hereby grants an option to the Underwriters, severally and not jointly, Underwriters to purchase from the Company all or any part up to an additional [·] shares of the Option Shares Common Stock at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. 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 over-allotments overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time time, date and date place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Representative in their sole its discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: Of Purchase Agreement (S&P 500 Covered Call Fund Inc.)

Option Shares. In addition, upon Upon the basis of the warranties and representations and other warranties herein contained, and subject to the terms and conditions herein set forth, the Company hereby grants agrees to sell to the respective Underwriters named in Schedule I hereto and the Underwriters have an option to purchase, severally and not jointly, from the UnderwritersCompany (the Option) not more than an additional 172,500 shares of Common Stock (the Option Shares) at the Purchase Price minus, if an Option Closing Date (as defined in Section 3(c) hereof) with respect to the delivery and payment of any Option Shares occurs after the date fixed for the determination of stockholders entitled to receive the next dividend payable on shares of Common Stock, an amount equal to such dividend per share of such Option Shares, provided such Option Closing Date is after the Firm Closing Date (as defined in Section 3(b) hereof). Option Shares may be purchased as provided herein solely for the purpose of covering over-allotments made in connection with the public offering of the Firm Shares. If any Option Shares are to be purchased, each of the Underwriters agrees, severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price set forth in paragraph (a) above plus any additional number of Option Shares that bears the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth opposite the name of such Underwriter may become obligated to purchase pursuant in Schedule I hereto bears to the provisions total number of Section 8 hereofFirm Shares. The option hereby granted will expire 30 days after the date hereof and Option may be exercised exercised, in whole or in part from time to time only for time, within the purpose period of covering over-allotments which may be made in connection with 30 days from the offering and distribution of date hereof, by written notice from the Initial Shares upon notice by the Representatives Underwriters to the Company setting (the Option Notice). The Option Notice shall set forth the aggregate number of Option Shares as to which the Underwriters are then exercising the option Option is being exercised and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery"of, and payment for, such Option Shares pursuant to Section 3(c) hereof. As used herein, the term Securities shall be determined by mean, collectively, the Representatives, but shall not be later than seven full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of Firm Shares and the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Philadelphia Suburban Corp)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forthforth herein, the Company Fund hereby grants an option to the Underwriterseach Underwriter, severally and not jointly, to purchase from up to an additional 165,000 Common Shares in the Company all or any part of the Option Shares aggregate at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Primary Shares upon notice by the Representatives to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery"“DATE OF DELIVERY”) shall be determined by the Representatives, but shall not be later than seven (7) full business days and no earlier than three (nor earlier, without the consent of the Company, than two 3) full business days) 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 Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Primary Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Primary Shares, subject in each case to such adjustments among Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Tortoise Energy Infrastructure Corp)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company all or any part up to an aggregate of the 1,500,000 Option Shares at the purchase price per share set forth in paragraph (a) above plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares after the initial public offering to such extent as the Underwriters may determine.

Appears in 1 contract

Samples: Underwriting Agreement (Devx Energy Inc)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, Shares each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Midwest Banc Holdings Inc)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forthforth herein, the Company Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase from up to an additional ________________ Common Shares in the Company all or any part of the Option Shares aggregate at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. 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 over-allotments which may be made in connection with the offering and distribution of the Initial Primary Shares upon notice by the Representatives to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of DeliveryDATE OF DELIVERY") shall be determined by the Representatives, but shall not be later than seven (7) full business days and no earlier than three (nor earlier, without the consent of the Company, than two 3) full business days) 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 Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Primary Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Primary Shares, subject in each case to such adjustments among Underwriters as the Representatives ____________________ in their sole its discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: Tortoise Energy Capital Corp

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price per share set forth in paragraph (a) above plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofabove. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments allotments, which may be made in connection with the offering and distribution of the Initial Shares Shares, upon notice during such 30-day period by the Representatives Underwriters to the Company setting forth the number of Option Shares as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments adjustment among Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Rait Investment Trust (Rait Investment Trust)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forthforth herein, the Company Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase from up to an additional _______ Common Shares in the Company all or any part of the Option Shares aggregate at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. 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 over-allotments which may be made in connection with the offering and distribution of the Initial Primary Shares upon notice by the Representatives to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of DeliveryDATE OF DELIVERY") shall be determined by the Representatives, but shall not be later than seven (7) full business days and no earlier than three (nor earlier, without the consent of the Company, than two 3) full business days) 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 Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Primary Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Primary Shares, subject in each case to such adjustments among Underwriters as the Representatives Xxxxxx Xxxxx in their sole its discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Tortoise Energy Capital Corp)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, Shares each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Midwest Banc Holdings Inc)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forthforth herein, the Company Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase from up to an additional [ ] Common Shares in the Company all or any part of the Option Shares aggregate at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. 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 over-allotments which may be made in connection with the offering and distribution of the Initial Primary Shares upon notice by the Representatives to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven (7) full business days and no earlier than three (nor earlier, without the consent of the Company, than two 3) full business days) 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 Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Primary Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Primary Shares, subject in each case to such adjustments among Underwriters as the Representatives Morgan Keegan in their sole its discretion shall make to eliminate any sales or purchases salex xx xxxxxxxxx of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (RMK High Income Fund Inc)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forthforth herein, the Company Fund hereby grants an option to the each Underwriters, severally and not jointly, to purchase from up to an additional [ ] Common Shares in the Company all or any part of the Option Shares aggregate at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. 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 over-allotments which may be made in connection with the offering and distribution of the Initial Primary Shares upon notice by the Representatives Representative to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery"“DATE OF DELIVERY”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven (7) full business days and no earlier than three (nor earlier, without the consent of the Company, than two 3) full business days) 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 Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Primary Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Primary Shares, subject in each case to such adjustments among Underwriters as the Representatives Sxxxxx Xxxxxxxx in their sole its discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Tortoise Energy Capital Corp)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forthforth herein, the Company Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase from up to an additional ________________ Common Shares in the Company all or any part of the Option Shares aggregate at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. 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 over-allotments which may be made in connection with the offering and distribution of the Initial Primary Shares upon notice by the Representatives to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery"“DATE OF DELIVERY”) shall be determined by the Representatives, but shall not be later than seven (7) full business days and no earlier than three (nor earlier, without the consent of the Company, than two 3) full business days) 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 Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Primary Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Primary Shares, subject in each case to such adjustments among Underwriters as the Representatives ____________________ in their sole its discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Tortoise Energy Infrastructure Corp)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company all or any part up to an aggregate of the 225,000 Option Shares at the purchase price per share set forth in paragraph (a) above plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Firm Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such the Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Firm Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments among Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares after the initial public offering to such extent as the Underwriters may determine in accordance with applicable law.

Appears in 1 contract

Samples: Wilshire Financial Services (Wilshire Financial Services Group Inc)

Option Shares. In addition, upon On the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters an option to purchase up to an additional 3,780,000 depositary shares at the UnderwritersShare Purchase Price referred to in this Section 2(b), severally and not jointly, less an amount per Option Share equal to purchase from any dividends declared by the Company all or any part of and payable on the Initial Shares but not payable on the Option Shares at the purchase price set forth in paragraph (a) above plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. The Such option hereby granted will shall expire 30 days after from the date hereof hereof, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days (nor earlier, without the consent of the Company, and not earlier than two full business days) days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedunless otherwise agreed between the Representative and the Company. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will shall purchase that proportion of the total number of Option Shares then being purchased, purchased which the total number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Representative in their sole its discretion shall make to eliminate any sales sale or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Merrill Lynch & Co Inc)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the UnderwritersInitial Purchasers, severally and not jointly, to purchase from the Company all or any part of the Option Shares up to an additional 500,000 Shares, at the purchase price per Share set forth in paragraph (aSection 2(a) above hereof, plus an amount per Share equal to any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to accrued and unpaid dividends or distributions from the provisions of Section 8 hereofClosing Time. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Firm Shares upon notice by the Representatives Xxxxxxx Xxxxx to the Company setting forth the number of Option Shares as to which the Underwriters Initial Purchasers are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the RepresentativesXxxxxxx Xxxxx, but shall not be later than seven full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the UnderwritersInitial Purchasers, acting severally and not jointly, on the basis of the representations and warranties of the Company contained herein and subject to the terms and conditions herein set forth, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Firm Shares set forth in Schedule I A opposite the name of such Underwriter Initial Purchasers bears to the total number of Initial Firm Shares, subject in each case to such adjustments among Underwriters as the Representatives Xxxxxxx Xxxxx in their sole its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Rhythms Net Connections Inc

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company all or any part up to an aggregate of the 1,260,000 Option Shares at the purchase price per share set forth in paragraph (a) above plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares after the initial public offering to such extent as the Underwriters may determine.

Appears in 1 contract

Samples: Warrant Agreement (American Capital Strategies LTD)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, the Company Fund hereby grants an option to the Underwriters, severally and not jointly, Underwriters to purchase from the Company all or any part up to an additional [ ] shares of the Option Shares Common Stock at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. 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 over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time time, date and date place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Merrill Lynch in their sole its discretion shall make to eliminate any sales or purchases xxxxhases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: Purchase Agreement (Muni California Intermediate Duration Fund Inc)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company all or any part of the up to ______ Option Shares at the purchase price per share set forth in paragraph (a) above above, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives Representative in their sole its discretion shall make to eliminate any sales or purchases of fractional shares. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as the Underwriters may determine.

Appears in 1 contract

Samples: Underwriting Agreement (Resource America Inc)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven three full business days (nor earlieror earlier than two full business days, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell the total number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Seabright Insurance (Seabright Insurance Holdings Inc)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery delivery, with respect to both the Initial Shares and the Option Shares, (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Meridian Resource Corp)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company all or any part up to an additional 375,000 shares of the Option Shares Common Stock, at the purchase price per share set forth in paragraph (a) above plus Schedule C, less an amount per share equal to any additional number of dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Firm Shares upon notice by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, then each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Firm Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments among Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Home Bancshares Inc)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof of the Prospectus and may be exercised in whole or in part from time to time on one occasion only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell to the Underwriters, and each of the Underwriters, acting severally and not jointly, will purchase approximately that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Levitt Corp)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company all or any part up to an additional [______] shares of the Option Shares Common Stock at the purchase price per share set forth in paragraph (a) above plus Schedule II, less an amount, equal to, on a per share basis, any additional number of dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments overallotments which may be made in connection with the offering and distribution of the Initial Firm Shares upon notice by the Representatives SunTrust to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of DeliveryDATE OF DELIVERY") shall be determined by the RepresentativesSunTrust, but shall not be later than seven five full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Firm Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments among Underwriters as the Representatives SunTrust in their sole its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: North Pointe Holdings Corp

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price set forth in paragraph (a) above Shares, plus any additional number of Option Shares that which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time on one occasion only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven three full business days (nor or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell to the Underwriters, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Bankatlantic Bancorp Inc)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forthforth herein, the Company Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase from up to an additional ________________ Common Shares in the Company all or any part of the Option Shares aggregate at the purchase price per share set forth in paragraph (a) above plus Schedule B, less an amount per share equal to any additional number of dividends or distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereofShares. 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 over-allotments which may be made in connection with the offering and distribution of the Initial Primary Shares upon notice by the Representatives to the Company Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven (7) full business days and no earlier than three (nor earlier, without the consent of the Company, than two 3) full business days) 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 Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased, purchased which the number of Initial Primary Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Primary Shares, subject in each case to such adjustments among Underwriters as the Representatives RBC in their sole its discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Tortoise North American Energy Corp)

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