Common use of Option Shares Clause in Contracts

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 2 contracts

Samples: Purchase Agreement (Invuity, Inc.), Purchase Agreement (Invuity, Inc.)

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Option Shares. On In addition, on the basis of the representations, representations and warranties contained herein and agreements herein contained, but subject to the terms and conditions herein set forthforth herein, the Company hereby grants to the several Underwriters an option to the Underwriters, severally and not jointly, to purchase all or any portion of the Option Shares up to an additional 600,000 Common Shares, at the same purchase price as per share set forth in Section 2(a) above, less the Firm Shares, for use solely in covering per share amount of any over-allotments made dividend or other distribution declared by the Underwriters in Company, the sale and distribution record date of which occurs during the Firm Sharesperiod from the Closing Time through the Date of Delivery (as defined below) with respect thereto. The option granted hereunder hereby may be exercised in whole or in part at any time (but not more than once) only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of 30 calendar days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact Agreement, setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option be purchased and the time and date of payment and time, as delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by youthe Underwriters, when but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the Option Shares are to exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be delivered, earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event earlier than shall the First Date of Delivery take place prior to the Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercisedTime. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to of the Underwriters, acting severally and not jointly, will purchase from the Company the same percentage that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Shares to be purchased by set forth in Schedule A opposite the name of such Underwriter is of bears to the total number of Firm Shares Shares, subject in each case to be purchased by the several Underwriters, such adjustments as adjusted by the Representatives in such manner as the Representatives deem advisable their discretion shall make to avoid eliminate any sales or purchases of a fractional shares. No number of Option Shares shall be sold and delivered unless plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the Firm Shares previously have been, or simultaneously are, sold and deliveredprovisions of Section 10 hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Main Street Capital CORP), Underwriting Agreement (Main Street Capital CORP)

Option Shares. On the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, solely for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the several Underwriters an option option, severally and not jointly, to purchase all or any portion of the Option Shares at the same Per Share Purchase Price. The Underwriters shall not be under any obligation to purchase price as any Option Shares prior to the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution exercise of the Firm SharesOver-Allotment Option. The option Over-Allotment Option granted hereunder may be exercised in whole or in part from time to time and at any time (but not more than once) within 30 45 days after the effective date of this Agreement Closing upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option Over-Allotment Option and the date and time, as determined by youthe Representative, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day fifth Business Day after the date on which of the option shall have been exercised. If the option is exercised, each Underwriter notice or such other time as shall be obligated to purchase from agreed upon by the Company and the same Representative. The percentage of the total number of Option Shares to be purchased by the several Underwriters as shall be the same percentage of the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several UnderwritersShares, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (WORK Medical Technology Group LTD)

Option Shares. (a) On the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a non-transferable option to purchase all or any portion up to an aggregate of the 105,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Company Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by Robexxxxx, Xxepxxxx & Xompany LLC on behalf of you on one occasion in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company from and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by Robexxxxx, Xtepxxxx & Xompany LLC in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several UnderwritersUnderwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of O'Melveny & Myerx, 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 xx at such other place as may be agreed upon among the Underwriters and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two full business days prior to the Closing Date or (ii) on a later date, not later than the third full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two full business days prior to the Closing Date. The certificates for the Option Shares so to be delivered will be made available to you at such office or other location including, without limitation, in New York City, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.you may reasonably request for checking at least one full business

Appears in 1 contract

Samples: Underwriting Agreement (Pacific Sunwear of California Inc)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Company Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 360,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on no more than three (3) occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon the Registration Statement by giving written notice (confirmed in writingthe "Option Notice") by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate Company. The number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than purchased by each Underwriter upon the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor (reduced as set forth below) by the several Underwriters by wire transfer of funds to the Company with the delivery of such certificates to be at the offices of Coolxx Xxxward LLP 4365 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxx, Xxxxxxxxxx xx at such other place as may be agreed upon among the Representatives and delivered unless the Firm Shares previously have beenCompany (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivered.delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit

Appears in 1 contract

Samples: Laser Power Corp/Fa

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 468,750 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on only one (1) occasion in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercisedbe the proportion set forth on Schedule B, adjusted by the Representatives in such manner as to avoid fractional shares. If Delivery of definitive certificates for the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer in same-day funds, payable to the order of the Company. Such delivery and payment shall take place at the offices of Xxxxxx Godward LLP, Five Palo Alto Square, 0000 Xx Xxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the number Representatives of Firm the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter is or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of the total number any of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, its or simultaneously are, sold and deliveredtheir obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Invision Technologies Inc)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 500,100 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and delivered unless the Firm Shares previously have beenCompany agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, or simultaneously areat such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, sold if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose funds shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Information Advantage Software Inc)

Option Shares. (a) On the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an International Managers, for the purpose of covering over- allotments in connection with the distribution and sale of the Firm Shares only, a non-transferable option to purchase all or any portion up to an aggregate of the 132,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Lead Managers on behalf of the several International Managers on one occasion in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company from and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company and the Custodian. The number of Option Shares to be purchased by each International Manager upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters International Managers pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of International Manager (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several International Managers (set forth in Schedule A hereto), adjusted by the Lead Managers in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several UnderwritersInternational Managers pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several International Managers by wire transfer or certified or official bank check or checks drawn in same-day funds, as adjusted elected by the Representatives Company, payable to the order of the Company. Such delivery and payment shall take place at the offices of Pillsbury Madison & Sutro LLP, 000 Xxxxxxxxxx Xxxxxx, San Francisco, CA 94104 or at such other place as may be agreed upon among the Lead Managers and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Custodian not later than two full business days prior to the Closing Date or (ii) on a later date, not later than the third full business day following the date the Company and the Custodian receives written notice of the exercise of such option, if such notice is not received by the Company and the Custodian at least three full business days prior to the Closing Date. The certificates for the Option Shares so to be delivered will be made available to you at such office or other location including, without limitation, in New York City, as you may reasonably request for checking at least one full business day prior to the date of payment and delivery and will be in such manner names and denominations as you may request, such request to be made at least two full days prior to such date of payment and delivery. If the Lead Managers so elect, delivery of the Shares may be made by credit through full fast transfer to the accounts at Depository Trust Company of the Lead Managers. It is understood that you, individually, and not as the Representatives deem advisable Lead Managers of the International Managers, may (but shall not be obligated to) make payment of the purchase price on behalf of any International Manager or International Managers whose check or checks shall not have been received by you prior to avoid fractional shares. No the date of payment and delivery for the Option Shares to be purchased by such International Manager or U.S. s. Any such payment by you shall not relieve any International Manager or International Managers of any of its or their obligations hereunder. The several International Managers intend to make an initial public offering (as such term is described in Section 11 hereof) of the Option Shares to be sold and delivered unless issued upon exercise of such option as set forth in the Firm Shares previously have beenProspectus, or simultaneously are, sold and deliveredbut after the initial public offering the several International Managers may in their discretion vary the public offering price.

Appears in 1 contract

Samples: Underwriting Agreement (Etec Systems Inc)

Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the 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 and Trishield Special Situations Master Fund Ltd. (“Trishield”), which is one of the Selling Stockholders, hereby grants to the several Underwriters an option to the Underwriters, acting severally and not jointly, to purchase from the Company and Trishield, all or any portion part of the Option Shares at set forth in Schedule I opposite such party’s name, plus any additional number of Option Shares in the same proportion which such Underwriter may become obligated to purchase price as pursuant to the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution provisions of the Firm SharesSection 10 hereof. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) to time within 30 days after such 30-day period only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact 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 timedelivery for such Option Shares. Any such time and date of delivery (an “Option Closing Time”) shall be determined by the Representative, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of such option, nor in any event prior to the Closing Time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercisedhereinafter defined. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to purchase from the Company the same percentage will sell 95.39% of the total that number of Option Shares to be then being purchased by and Trishield will sell 4.61% of that number of Option Shares then being purchased and each of the several Underwriters as Underwriters, acting severally and not jointly, will purchase its proportionate share of the number of Firm Option Shares to be then being purchased by based on its proportionate share of the number of Initial Shares set forth in Schedule II opposite the name of such Underwriter is subject in each case to such adjustments among the Underwriters as in their sole discretion shall make to eliminate any sales or purchases of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (Great Ajax Corp.)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the _________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters drawn in same-day funds, payable to the order of the Company. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and delivered unless any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the Firm Shares previously have beenoffices of Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California 94306 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Concur Technologies Inc)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion of the Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by Section 3 hereof (the Underwriters in the sale and distribution of the Firm Shares"Option"). The option granted hereunder Option may be exercised by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public by giving written notice (the "Option Notice") to the Company. If the option is exercised, The number of Option Shares to be purchased by each Underwriter upon the exercise of the Option shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the Option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares, or as otherwise agreed among the several Underwriters. No Arrangement for electronic transfer of or delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the Option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by wire transfer in same day funds. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and delivered unless any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the Firm Shares previously have beenoffices of Klehr, Harrison, Xxxxxx, Xxxxxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, Pennsylvania, or simultaneously areat such other place as may be agreed upon between the Representatives and the Company (i) on the Closing Date, sold if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be earlier than the second (2nd) full business day following the date the Company receives written Notice of the Option and deliveredshall not be later than the third (3rd) full business day following the date the Company receives written Notice of the Option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location, as you may reasonably request at least two (2) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that each of you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Mediabay Inc)

Option Shares. On In addition, on the basis of the representations, representations and warranties contained herein and agreements herein contained, but subject to the terms and conditions herein set forthforth herein, the Company Fund hereby grants to the several Underwriters an option to the Underwriters, severally and not jointly, to purchase all up to an additional 412,500 Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or any portion of distributions declared by the Fund and payable on the Primary Shares but not payable on the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option hereby granted hereunder will expire 45 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 30 days after to time only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Primary Shares upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact Fund 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 time, as delivery for such Option Shares. Any such time and date of delivery (a “DATE OF DELIVERY”) shall be determined by you, when the Option Shares are to be deliveredRepresentatives, but in shall not be later than seven (7) full business days and no event earlier than the First Closing Date three (as defined below3) nor earlier than the second full business day or later than the tenth business day days after the date on which exercise of said option (provided that such notice is delivered after the option shall have been exercisedClosing Time), nor in any event prior to the Closing Time. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to of the Underwriters, acting severally and not jointly, will purchase from the Company the same percentage that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Primary Shares to be purchased by set forth in Schedule A opposite the name of such Underwriter is of bears to the total number of Firm Shares Primary Shares, subject in each case to be purchased by the several Underwriters, such adjustments as adjusted by the Representatives in such manner as the Representatives deem advisable their discretion shall make to avoid eliminate any sales or purchases of a fractional shares. No number of Option Shares shall be sold and delivered unless plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the Firm Shares previously have been, or simultaneously are, sold and deliveredprovisions of Section 10 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Tortoise Energy Infrastructure Corp)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in same-day funds, payable to the order of the Company. Such delivery and delivered unless payment shall take place at the Firm Shares previously have beenoffices of Fulbright & Jawoxxxx, XXP, 1301 XxXxxxxx, Xxxxx 0000, Houston, Texas 77010-3095 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Bindview Development Corp)

Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to the Underwriters, severally and not jointly, to purchase all or any portion from the Company that number of the Option Shares up to the maximum number of Option Shares of Common Stock at the same purchase price as per share set forth in paragraph (a) above plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution provisions of the Firm SharesSection 8 hereof. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 30 days after to time only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact 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 time, as delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by you, when the Option Shares are to be deliveredRepresentatives, but in no event earlier shall not be later than the First Closing Date (as defined below) seven full business days nor earlier than the second two full business day or later than the tenth business day days after the date on which exercise of said option, nor in any event prior to the option shall have been exercisedClosing Time, as hereinafter defined, unless otherwise agreed by the Representatives and the Company. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to of the Underwriters, acting severally and not jointly, will purchase from the Company the same percentage that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Initial Shares to be purchased by set forth in Schedule I opposite the name of such Underwriter is of bears to the total number of Firm Shares Initial Shares, subject in each case to be purchased by the several Underwriters, such adjustments as adjusted by the Representatives in such manner as the Representatives deem advisable their discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (Imperial Credit Commercial Mortgage Investment Corp)

Option Shares. (a) On the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an U.S. Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a non- transferable option to purchase all or any portion up to an aggregate of the 528,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several U.S. Underwriters on one occasion in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company from and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company and the Custodian. The number of Option Shares to be purchased by each U.S. Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several U.S. Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such U.S. Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersU.S. Underwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several U.S. Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several U.S. Underwriters by wire transfer or certified or official bank check or checks drawn in same-day funds, as elected by the Company, payable to the order of the Company. Such delivery and payment shall take place at the offices of Pillsbury Madison & Sutro LLP, 000 Xxxxxxxxxx Xxxxxx, San Francisco, CA 94104 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Custodian not later than two full business days prior to the Closing Date or (ii) on a later date, not later than the third full business day following the date the Company and the Custodian receives written notice of the exercise of such option, if such notice is not received by the Company and the Custodian at least three full business days prior to the Closing Date. The certificates for the Option Shares so to be delivered unless will be made available to you at such office or other location including, without limitation, in New York City, as you may reasonably request for checking at least one full business day prior to the Firm date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two full days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Shares previously may be made by credit through full fast transfer to the accounts at Depository Trust Company of the Representatives. It is understood that you, individually, and not as the Representatives of the U.S. Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any U.S. Underwriter or U.S. Underwriters whose check or checks shall not have beenbeen received by you prior to the date of payment and delivery for the Option Shares to be purchased by such U.S. Underwriter or U.S. Underwriters. Any such payment by you shall not relieve any U.S. Underwriter or U.S. Underwriters of any of its or their obligations hereunder. The several U.S. Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Option Shares to be issued upon exercise of such option as set forth in the Prospectus, or simultaneously are, sold and deliveredbut after the initial public offering the several U.S. Underwriters may in their discretion vary the public offering price.

Appears in 1 contract

Samples: Underwriting Agreement (Etec Systems Inc)

Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to the Underwriters, severally and not jointly, to purchase from the Company all or any portion part of the Option Shares at the same purchase price as the Firm per share set forth in paragraph (a) above plus, with respect to each Underwriter purchasing Option Shares, for use solely in covering any over-allotments made by additional number of Option Shares which each Underwriter may become obligated to purchase pursuant to the Underwriters in the sale and distribution provisions of the Firm SharesSection 8 hereof. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 30 days after to time only for the effective date purpose of this Agreement covering over-allotments, which may be made in connection with the offering and distribution of the Initial Shares, upon written notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact 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 time, as delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by you, when the Option Shares are to be deliveredRepresentatives, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or shall not be later than three full business days (or earlier, without the tenth consent of the Company, than two full business day days) after the date on which exercise of said option, nor in any event prior to the option shall have been exercisedClosing Time. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to of the Underwriters, acting severally and not jointly, will purchase from the Company the same percentage that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Initial Shares to be purchased by set forth in SCHEDULE I opposite the name of such Underwriter is of bears to the total number of Firm Shares Initial Shares, subject in each case to be purchased by the several Underwriters, such adjustments as adjusted by the Representatives in such manner as the Representatives deem advisable their sole discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: America First Mortgage Investments Inc

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 4 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters no more than once in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by wire transfer of same-day funds, payable to the order of the Company. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and delivered unless any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the Firm Shares previously have beenoffices of O'Melveny & Xxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000 (or at such other place as may be agreed upon among the Representatives and the Company), (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Agreement (Golf Trust of America Inc)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 1,050,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and delivered unless the Firm Shares previously have beenCompany agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Balanced Care Corp

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 195,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company). Such delivery and payment shall take place at the offices of the Representative, or at such other place as may be agreed upon by the Representative and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter is or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of the total number any of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, its or simultaneously are, sold and deliveredtheir obligations hereunder.

Appears in 1 contract

Samples: Compass Plastics & Technologies Inc

Option Shares. On In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any portion part of the Option Shares at the same purchase price as the Firm Shares, for use solely in the purpose of covering any over-allotments made by in connection with the Underwriters in the distribution and sale and distribution of the Firm SharesShares as contemplated by the Prospectus. The Underwriters may exercise the option granted hereunder may be exercised in whole or in part to purchase the Option Shares at any time (but not more than once) within 30 days after the effective date of this Agreement upon in whole, or from time to time in part, by written notice (confirmed in writing) by from the Representatives to the Company and to the Attorneys-in-Fact setting Company. Such notice shall set forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option is being exercised and the date and time, as determined by you, time when the Option Shares are to be delivereddelivered and paid for (the “Option Closing Date”), but in no event earlier than which may be the First same date and time as the Closing Date (as defined below) nor ), but shall not be earlier than the second Closing Date, and shall in no event be earlier than two (2) business day or days nor later than five (5) business days after written notice is given. The Option Closing Date and the tenth business day after Closing Date are herein called the date on which the option shall have been exercised. If the option is exercised, each Underwriter “Closing Dates.” The price to be paid per Option Share shall be obligated the Purchase Price. The Company agrees to purchase from sell to the Company Underwriters the same percentage of the total number of Option Shares specified in the written notice delivered by the Representatives to the Company and the Underwriters agree, severally and not jointly, to purchase such Option Shares. Such Option Shares shall be purchased by from the several Underwriters Company for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name on Schedule A bears to be purchased by such Underwriter is of the total number of Firm Shares (subject to be purchased by the several Underwriters, as adjusted adjustment by the Representatives in such manner as to eliminate fractions). The right to purchase the Option Shares or any portion thereof may be surrendered and terminated at any time upon notice by the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and deliveredCompany.

Appears in 1 contract

Samples: Underwriting Agreement (CVSL Inc.)

Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants to the several Underwriters an option to purchase all or any portion part of the 10,050,000 Option Shares at to the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesUnderwriters. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 30 days after to time only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact 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 timedelivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative, but shall not be later than three full business days (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 determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercisedhereinafter defined. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to purchase from the Company will sell that number of Option Shares then being purchased, and each of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Initial Shares to be purchased by set forth in Schedule I opposite the name of such Underwriter is of bears to the total number of Firm Shares Initial Shares, subject in each case to be purchased by such adjustments among the several Underwriters, as adjusted by the Representatives in such manner Underwriters as the Representatives deem advisable Representative in its sole discretion shall make to avoid eliminate any sales or purchases of fractional shares. No The Underwriters may from time to time increase or decrease the public offering price of the Option Shares shall be sold and delivered unless from the Firm initial price of such Option Shares previously have been, or simultaneously are, sold and deliveredin the offering to such extent as the Underwriters may determine.

Appears in 1 contract

Samples: Underwriting Agreement (Americredit Corp)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 465,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters drawn in same-day funds, payable to the order of the Company. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and delivered unless any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the Firm Shares previously have beenoffices of Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California 94306 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Concur Technologies Inc

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments allotments, if any, made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) and from time to time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor (unless otherwise agreed by you and the Company) earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, The number of Option Shares to be purchased by each Underwriter shall be obligated to purchase from the Company the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (Crexendo, Inc.)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over- allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 225,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and delivered unless the Firm Shares previously have beenCompany agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxxx & Bird, One Atlantic Center, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000, or simultaneously areat such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, sold if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Xcellenet Inc /Ga/)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 817,500 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and delivered unless the Firm Shares previously have beenCompany agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or simultaneously areeffect of receiving immediately available funds, sold until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and delivered.any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Venture Law Group, 2800

Appears in 1 contract

Samples: Underwriting Agreement (Applied Micro Circuits Corp)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the 19 20 Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000-0000 xx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be sold satisfactory in form and delivered unless substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the Firm Shares previously have beenaccuracy and completeness of any of the representations, warranties or simultaneously arestatements, sold and deliveredthe performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained. 8.

Appears in 1 contract

Samples: Abgenix Inc

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion of the Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by Section 3 hereof (the Underwriters in the sale and distribution of the Firm Shares"Option"). The option granted hereunder Option may be exercised by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public by giving written notice (the "Option Notice") to the Company. If the option is exercised, The number of Option Shares to be purchased by each Underwriter upon the exercise of the Option shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the Option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares, or as otherwise agreed among the several Underwriters. No Arrangement for electronic transfer of or delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the Option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by wire transfer in same day funds. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and delivered unless any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the Firm Shares previously have beenoffices of Klehr, Harrison, Xxxxxx, Xxxxxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, Pennsylvania, or simultaneously areat such other place as may be agreed upon between the Representatives and the Company (i) on the Closing Date, sold if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be earlier than the second (2nd) full business day following the date the Company receives written Notice of the Option and delivered.shall not be later than the third (3rd) full business day following the date the Company receives written Notice of the Option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location, as you may reasonably request at least two (2) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that each of you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or

Appears in 1 contract

Samples: Mediabay Inc

Option Shares. On In addition, on the basis of the representations, warranties and agreements herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants a one-time option to the several Underwriters topurchase up to an option to purchase all or any portion of the additional 1,950,000 Option Shares at the price per Share set forth in Schedule A hereto. In the event and to the extent that the Underwriters shall exercise the election to purchase Option Shares as provided above, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the price per Share set forth in the paragraph above, that number of Option Shares (to be adjusted by you so as to eliminate fractional shares) that bears the same purchase price proportion to the total number of Option Shares as to which such election shall have been exercised as the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the aggregate number of Firm Shares, . The option hereby granted will expire 30 days after the date hereof and may be exercised solely for use solely the purpose of covering over- allotments which may be made in covering any over-allotments made by connection with the Underwriters in the sale offering and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement Shares upon written, including by email, notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact 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 timedelivery for such Option Shares. Such time and date of delivery (the "Date of Delivery") shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as determined hereinafter defined, unless otherwise agreed upon by you, when the Option Shares are to be delivered, but in no event earlier than Representative and the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercisedCompany. If the option is exercised, each Underwriter shall be obligated exercised as to purchase from the Company the same percentage all or any portion of the total number Option Shares, the Underwriters will purchase the entire aggregate principal amount of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and deliveredthen being purchased.

Appears in 1 contract

Samples: Underwriting Agreement (Amr Corp)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 375,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company). Such delivery and payment shall take place at the offices of the Representative, or at such other place as may be agreed upon by the Representative and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter is or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of the total number any of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, its or simultaneously are, sold and deliveredtheir obligations hereunder.

Appears in 1 contract

Samples: Netgateway Inc

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 300,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and delivered unless the Firm Shares previously have beenCompany agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Coolxx Xxxward LLP, Boulder, Colorado or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Anesta Corp /De/)

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (which notice must be confirmed in writingwriting and may be made by electronic mail to the Company) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined belowabove) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, The number of Option Shares to be purchased by each Underwriter shall be obligated to purchase from the Company the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Purchase Agreement (Nyxoah SA)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and delivered unless the Firm Shares previously have beenCompany agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company). Such delivery and payment shall take place at the offices of Freshman, Marantz, Orlanski, Xxxxxx & Xxxxx, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxx Floor, East Tower, Beverly Hills, California, or simultaneously areat such other place as may be agreed upon between the Representatives and the Company (i) on the Closing Date, sold if written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for checking at least two (2) full business days prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Anworth Mortgage Asset Corp)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 375,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Testx, Xxrwxxx & Xhibxxxxx xx at such other place as may be agreed upon among the Representative and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. 27 - 27 - It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter is or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of the total number any of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, its or simultaneously are, sold and deliveredtheir obligations hereunder.

Appears in 1 contract

Samples: Oncogene Science Inc

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 300,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and delivered unless the Firm Shares previously have beenCompany agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Greexxxxxxxx, Xxmkxx & Xale, X.C., 10 Sxxxx Xxxxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 xx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Jones Medical Industries Inc /De/

Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the 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 to the several Underwriters an option to the Underwriters, acting severally and not jointly, to purchase from the Company, all or any portion part of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering plus any over-allotments made by additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the Underwriters in the sale and distribution provisions of the Firm SharesSection 8 hereof. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 30 days after to time only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact 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 timedelivery 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 three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of such option, nor in any event prior to the Closing Time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercisedhereinafter defined. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to purchase from the Company will sell the same percentage 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 to be then being purchased by the several Underwriters as which the number of Firm Initial Shares to be purchased by set forth in Schedule I opposite the name of such Underwriter is of bears to the total number of Firm Shares Initial Shares, subject in each case to be purchased by such adjustments among the several Underwriters, Underwriters as adjusted by the Representatives in such manner as the Representatives deem advisable their sole discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (Thomas Properties Group Inc)

Option Shares. On In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein contained, but and subject to the terms conditions set forth herein, shall have the option to purchase, severally and conditions herein set forthnot jointly, from the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at a price per share set forth in paragraph 2 of Schedule 3 hereto, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same purchase price ratio to the aggregate number of Option Shares being purchased as the Firm Shares, for use solely number of Underwritten Shares set forth opposite the name of such Underwriter in covering any over-allotments made Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the Underwriters several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as X.X. Xxxxxx Securities Inc. in the sale and distribution of the Firm Sharesits sole discretion shall make. The Underwriters may exercise the option granted hereunder may be exercised in whole or in part to purchase Option Shares at any time (but not more than once) within 30 days after in whole, or in part, on or before the effective thirtieth day following the date of this Agreement upon the Prospectus, by written notice (confirmed in writing) by from the Representatives to the Company and to the Attorneys-in-Fact setting Company. Such notice shall set forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option is being exercised and the date and time, as determined by you, time when the Option Shares are to be delivereddelivered and paid for, which may be the same date and time as the Closing Date but in no event shall not be earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth full business day (as hereinafter defined) after the date on which of such notice (unless such time and date are postponed in accordance with the option shall have been exercisedprovisions of Section 12 hereof). If the option is exercised, each Underwriter Any such notice shall be obligated given at least two business days prior to purchase from the Company the same percentage date and time of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivereddelivery specified therein.

Appears in 1 contract

Samples: Apollo Commercial Real Estate Finance, Inc.

Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to the Underwriters, severally and not jointly, to purchase all or any portion from the Company up to an aggregate of the 1,500,000 Option Shares of Common Stock at the same purchase price as 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 Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution provisions of the Firm SharesSection 8 hereof. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 30 days after to time only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact 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 time, as delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by you, when the Option Shares are to be deliveredRepresentatives, but in no event earlier shall not be later than the First Closing Date (as defined below) seven full business days nor earlier than the second two full business day or later than the tenth business day days after the date on which exercise of said option, nor in any event prior to the option shall have been exercisedClosing Time, as hereinafter defined, unless otherwise agreed by the Representatives and the Company. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to of the Underwriters, acting severally and not jointly, will purchase from the Company the same percentage that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Initial Shares to be purchased by set forth in Schedule I opposite the name of such Underwriter is of bears to the total number of Firm Shares Initial Shares, subject in each case to be purchased by the several Underwriters, such adjustments as adjusted by the Representatives in such manner as the Representatives deem advisable their discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (Wilshire Real Estate Investment Trust Inc)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholders set forth on Schedule C hereto hereby grants grant to the several Underwriters an Underwriters, severally and not jointly, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 555,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters Section 4 hereof. The number of Option Shares to be purchased from each Selling Shareholder listed on Schedule C shall be in the sale and distribution same proportion that the number of shares listed across from each such Selling Shareholder's name bears to the Firm Shares. The total number of Shares listed on Schedule C. Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company and the Custodian. The number of Option Shares to be purchased by each Underwriter from each of such Selling Shareholders set forth on Schedule C upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company in the same percentage proportion as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 8 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Custodian (and the Custodian agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Custodian). In the event of any breach of the foregoing, the Selling Shareholders set forth on Schedule C, severally and not jointly, shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxx & Xxxxx, 0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other place as may be agreed upon among the Representatives, the Company and the Custodian (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Custodian at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company and Custodian receive written notice of the exercise of such option, if such notice is received by the Company and Custodian less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you for examination at such office or such other location including, without limitation, in Chicago, as you may reasonably request at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the number Representatives of Firm the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter is or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of the total number any of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, its or simultaneously are, sold and deliveredtheir obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Osi Systems Inc)

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event such time and date being herein referred to as the “Second Closing Date”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised; provided, further, however, that if the option is exercised at least one business day prior to the First Closing Date, or if the parties otherwise agree, then the Second Closing Date may be the same date and time as the First Closing Date. If the option is exercised, the obligation of each Underwriter shall be obligated to purchase from the Company of the number of Option Shares that represents the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number percentage of the Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several UnderwritersUnderwriter, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Mackinac Financial Corp /Mi/)

Option Shares. On If any Option Shares are to be purchased, the basis number of Option Shares to be purchased by each Underwriter shall be the representations, warranties and agreements herein contained, but subject number of Option Shares which bears the same ratio to the terms and conditions herein aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth, forth opposite the Company hereby grants name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters an may exercise the option to purchase all or any portion of the Option Shares at any time in whole, or from time to time in part, on or before the same purchase price as thirtieth (30th) day following the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution date of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date Prospectus, by written notice from each of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to each of the Attorneys-in-Fact setting (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option is being exercised and the date and time, as determined by you, time when the Option Shares are to be delivereddelivered and paid for, but in no event earlier than which may be the First same date and time as the Closing Date (as defined belowhereinafter defined) nor but shall not be earlier than the second business day Closing Date or later than the tenth (10th) full business day (as hereinafter defined) after the date on which of such notice (unless such time and date are postponed in accordance with the option shall have been exercisedprovisions of Section 12 hereof). If the option is exercised, each Underwriter Any such notice shall be obligated given at least two (2) business days prior to purchase from the Company the same percentage date and time of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivereddelivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Fox Factory Holding Corp)

Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to each Underwriter, severally and not jointly, to purchase from the Company all or any portion part of the Option Shares at the same purchase price as the Firm per share set forth in paragraph (a) above plus, with respect to each Underwriter purchasing Option Shares, for use solely in covering any over-allotments made by additional number of Option Shares which each Underwriter may become obligated to purchase pursuant to the Underwriters in the sale and distribution provisions of the Firm SharesSection 8 hereof. The option hereby granted hereunder will expire thirty (30) days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 30 days after to time only for the effective date purpose of this Agreement covering over-allotments, which may be made in connection with the offering and distribution of the Initial Shares, upon written notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact 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 time, as delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by you, when the Option Shares are to be deliveredRepresentatives, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in no any event earlier than prior to the First Closing Date Time (as defined in Section 2(a) below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised). If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to of the Underwriters, acting severally and not jointly, will purchase from the Company the same percentage that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Initial Shares to be purchased by set forth in Schedule I opposite the name of such Underwriter is of bears to the total number of Firm Shares Initial Shares, subject in each case to be purchased by the several Underwriters, such adjustments as adjusted by the Representatives in such manner as the Representatives deem advisable their sole discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: American Mortgage Acceptance Co

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholder hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 375,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Selling Shareholder. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds to an account specified in writing by the Selling Shareholder. Such delivery and delivered unless payment shall take place at the Firm Shares previously have beenoffices of Xxxx Xxxx Xxxx & Freidenrich LLP, 000 Xxxxxxxx Xxxxxx, Palo Alto, California or at such other place as may be agreed upon among the Representatives and the Selling Shareholder (i) on the Closing Date, if written notice of the exercise of such option is received by the Selling Shareholder at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Selling Shareholder receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Bebe Stores Inc

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 1,050,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made Section 3 hereof. Such option may be 32 32 exercised by the Underwriters in the sale and distribution Representatives on behalf of the Firm Shares. The option granted hereunder may be exercised several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and delivered unless the Firm Shares previously have beenCompany agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Shearman & Sterling, 599 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to 33 33 be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Balanced Care Corp

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the [________] Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 4 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 8 shall be sold made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in same-day funds or by wire transfer, payable to the order of the Company. Such delivery and delivered unless payment shall take place at the Firm Shares previously have beenoffices of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, XX 00000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks or wire transfer or wire transfers shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Tsi International Software LTD)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ____________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by federal or other funds immediately available in San Francisco. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and delivered unless any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the Firm Shares previously have beenoffices of Xxxxxx & Hanger, L.L.P., 0000 Xxxxxxx Xxxxx, 000 Xxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx, or simultaneously areat such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, sold if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose funds shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Flashnet Communications Inc

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters Underwriters, an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-over allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by youthe Representative, when the Option Shares are to be delivered, but in no event such time and date being herein referred to as the “Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to the account of the Representative for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of CRT Capital Group LLC, 200 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 1 contract

Samples: Purchase Agreement (Adamis Pharmaceuticals Corp)

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Option Selling Stockholders, acting severally and not jointly, hereby grants grant to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion of the up to 330,000 Company Option Shares and 270,000 Selling Stockholders Option Shares, respectively, at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time (but not more than once) within during the period of 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No The number of Option Shares to be purchased from the Company and each Option Selling Stockholder by each Underwriter shall be the number of Option Shares determined by multiplying the maximum number of Option Shares to be sold by the Company or such Option Selling Stockholder set forth in Schedule B hereto by a fraction the numerator of which is the aggregate number of Option Shares to be purchased by such Underwriter as set forth in the immediately preceding sentence and the denominator of which is the maximum number of Option Shares available to be purchased by the Underwriters hereunder, adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds to the Company with regard to the Company Option Shares and to the Attorneys for the respective accounts of the Selling Stockholders Option Shares being purchased from such Option Selling Stockholders. Such delivery and payment shall take place at the Chicago office of Winston & Straxx (xx at such other place as may be agreed upon among the Representatives, the Company and the Attorneys) (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date or (ii) on a later date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location, including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6 -40 - 41 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be sold satisfactory in form and delivered unless substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the Firm Shares previously have beenaccuracy and completeness of any of the representations, warranties or simultaneously arestatements, sold the performance of any of the covenants or agreements of the Company and deliveredthe Selling Stockholders or the satisfaction of any of the conditions herein contained.

Appears in 1 contract

Samples: Underwriting Agreement (Lason Inc)

Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), the Company hereby grants to the several Underwriters an option to purchase all or any portion part of the 300,000 Option Shares at to the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesUnderwriters. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 30 days after to time only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact 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 timedelivery 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 three full business days (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 determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercisedhereinafter defined. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to purchase from the Company the same percentage will sell that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Initial Shares set forth in Schedule I opposite the name of the Company bears to be purchased by such Underwriter is 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 Firm Option Shares then being purchased which the number of Initial Shares set forth in Schedule II opposite the name of such Underwriter bears to be purchased by the several Underwriterstotal number of Initial Shares, subject in each case to such adjustments among the Underwriters as adjusted by the Representatives in such manner as the Representatives deem advisable their sole discretion shall make to avoid eliminate any sales or purchases of fractional shares. No The Underwriters may from time to time increase or decrease the public offering price of the Option Shares shall be sold and delivered unless after the Firm Shares previously have been, or simultaneously are, sold and deliveredinitial public offering to such extent as the Underwriters may determine.

Appears in 1 contract

Samples: Sensytech Inc

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, certain of the Company Selling Stockholders hereby grants grant to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion such number of the ________ Option Shares as are set forth opposite each such Selling Stockholder's name on Schedule B, at the same ---------- purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the ---------- total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner ---------- as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer in same-day funds, payable to the order of the Selling Stockholders selling Option Shares (and the Selling Stockholders selling Option Shares agree not to take any action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Selling Stockholders selling Option Shares shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter is or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of the total number any of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, its or simultaneously are, sold and deliveredtheir obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Knight Trimark Group Inc)

Option Shares. On In addition, on the basis of the representations, warranties and agreements herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase up to an option additional 7,272,727 Option Shares at the price per Share set forth in Schedule A hereto. In the event and to the extent that the Underwriters shall exercise the election to purchase all or any a portion of Option Shares as provided above, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction, the numerator of which is the maximum number of Initial Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the aggregate number of Initial Shares that all of the Underwriters are entitled to purchase hereunder at the same purchase price as the Firm Shares, for use solely per Share set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSchedule A hereto. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any 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 as may be modified by subsequent purchases and sales by the Underwriters, upon written (but not more than onceincluding by email) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact 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 timedelivery for such Option Shares. Any such time and date of delivery, if subsequent to the Closing Time, is called a “Date of Delivery” and shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as determined hereinafter defined, unless otherwise agreed upon by you, when the Option Shares are to be delivered, but in no event earlier than Representatives and the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercisedCompany. If the option is exercised, each Underwriter shall be obligated exercised as to purchase from the Company the same percentage all or any portion of the total number Option Shares, the Underwriters will purchase the entire aggregate principal amount of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and deliveredthen being purchased.

Appears in 1 contract

Samples: Underwriting Agreement (American Airlines Inc)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by wire transfer of Federal funds to the account specified by the Company. Such delivery and delivered unless payment shall take place at the Firm Shares previously have beenoffices of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A., 1221 Brickell Xxxxxx, Xiami, Floxxxx 00100 xx ax xxxh oxxxx xxace as mxx xx xxxxxx xxxx xxxxx xxx Xxxxxxxxxxxxxxs and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Sportsline Usa Inc)

Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to the Underwriters, severally and not jointly, to purchase from the Company all or any portion part of the Option Shares at the same purchase price as set forth in paragraph (a) above plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution provisions of the Firm SharesSection 8 hereof. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (to time, but not in no event in more than once) within 30 days after two installments, only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact 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 timedelivery 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 determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercisedhereinafter defined. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to of the Underwriters, acting severally and not jointly, will purchase from the Company the same percentage that proportion of the total number of Option Shares to be purchased by the several Underwriters as then being purchased, which the number of Firm Initial Shares to be purchased by set forth in Schedule I opposite the name of such Underwriter is of bears to the total number of Firm Shares Initial Shares, subject in each case to be purchased by the several Underwriters, such adjustments among Underwriters as adjusted by the Representatives in such manner as the Representatives deem advisable their sole discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (Friedman Billings Ramsey Group Inc)

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Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm ---------- Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A ---------- hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and delivered unless the Firm Shares previously have beenCompany agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Knight Trimark Group Inc)

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event such time and date being herein referred to as the “Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, The number of Option Shares to be purchased by each Underwriter shall be obligated to purchase from the Company the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Gemphire Therapeutics Inc.)

Option Shares. On In addition, on the basis of the representations, representations and warranties contained herein and agreements herein contained, but subject to the terms and conditions herein set forthforth herein, the Company hereby grants to the several Underwriters an option to the Underwriters, severally and not jointly, to purchase all or any portion of up to an additional 225,000 Common Shares in the Option Shares aggregate, at the same purchase price as per share set forth in Section 3(a) above, less the Firm Shares, for use solely in covering per share amount of any over-allotments made dividend or other distribution declared by the Underwriters in Company, the sale and distribution record date of which occurs during the Firm Sharesperiod from the Closing Time through the Date of Delivery (as defined below) with respect thereto. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 30 days after to time only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact 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 time, as delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by you, when the Option Shares are to be deliveredRepresentative, but in shall not be later than seven (7) full business days and no event earlier than the First Closing Date three (as defined below3) nor earlier than the second full business day or later than the tenth business day days after the date on which exercise of said option, nor in any event prior to the option shall have been exercisedClosing Time. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to of the Underwriters, acting severally and not jointly, will purchase from the Company the same percentage that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Shares to be purchased by set forth in Schedule A opposite the name of such Underwriter is of bears to the total number of Firm Shares Shares, subject in each case to be purchased by the several Underwriters, as adjusted by the Representatives in such manner adjustments as the Representatives deem advisable Representative in its discretion shall make to avoid eliminate any sales or purchases of a fractional shares. No number of Option Shares shall be sold and delivered unless plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the Firm Shares previously have been, or simultaneously are, sold and deliveredprovisions of Section 11 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (FIDUS INVESTMENT Corp)

Option Shares. On In addition, on the basis of the representations, representations and warranties contained herein and agreements herein contained, but subject to the terms and conditions herein set forthforth herein, the Company hereby grants to the several Underwriters an option to the Underwriters, severally and not jointly, to purchase all or any portion up to an additional 1,000,000 shares of Common Stock in the Option Shares aggregate, at the same purchase price as the Firm Shares, for use solely per share set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3(a) above. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 30 days after to time only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact 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 time, as delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by you, when the Option Shares are to be deliveredRepresentative, but in shall not be later than seven full business days and no event earlier than the First Closing Date (as defined below) nor earlier than the second three full business day or later than the tenth business day days after the date on which exercise of said option, nor in any event prior to the option shall have been exercisedClosing Time. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to of the Underwriters, acting severally and not jointly, will purchase from the Company the same percentage that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Shares to be purchased by set forth in Schedule A opposite the name of such Underwriter is of bears to the total number of Firm Shares Shares, subject in each case to be purchased by the several Underwriters, as adjusted by the Representatives in such manner adjustments as the Representatives deem advisable Representative in their discretion shall make to avoid eliminate any sales or purchases of a fractional shares. No number of Option Shares shall be sold and delivered unless plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the Firm Shares previously have beenprovisions of Section 11 hereof. In addition, or simultaneously are, sold and deliveredthe Adviser agrees to pay to the Underwriters the Advisor Sales Load Payment with respect to the Option Shares.

Appears in 1 contract

Samples: Underwriting Agreement (CM Finance Inc)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 675,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be 27 purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds to the Company. Such delivery and delivered unless payment shall take place at the Firm Shares previously have beenoffices of Dewex Xxxxxxxxxx XXX, 1301 Avenue of the Americas, New York, New York or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full FAST transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Novacare Employee Services Inc

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds to an account specified in writing by the Company. Such delivery and delivered unless payment shall take place at the Firm Shares previously have beenoffices of Pillsbury, Madison & Sutro LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Critical Path Inc

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and certain Selling Shareholders hereby grants grant to the several Underwriters an Underwriters, severally and not jointly, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 525,000 Option Shares as set forth on Schedule B hereto at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by wire transfer of same-day funds, payable to the order of the Selling Shareholders. Such delivery and delivered unless payment shall take place at the Firm Shares previously have beenoffices of Long Aldrxxxx & Xormxx XXX, 303 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 xx at such other place as may be agreed upon among the Representatives and the Selling Shareholders (i) on the Closing Date, if written notice of the exercise of such option is received by the Selling Shareholders at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Selling Shareholders receives written notice of the exercise of such option, sold if such notice is received by the Selling Shareholders less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Profit Recovery Group International Inc

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage of the total The number of Option Shares to be purchased by each Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds, to an account specified in writing by the Company with regard to the Shares being purchased from the Company. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, xx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the number Representatives of Firm the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose wire transfer funds shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter is or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of the total number any of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, its or simultaneously are, sold and deliveredtheir obligations hereunder.

Appears in 1 contract

Samples: 3dfx Interactive Inc

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company certain Selling Shareholders hereby grants grant to the several Underwriters an Underwriters, severally and not jointly, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 660,000 Option Shares as set forth on Schedule B hereto at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by wire transfer of same-day funds, payable to the order of the Selling Shareholders. Such delivery and delivered unless payment shall take place at the Firm Shares previously have beenoffices of Long Aldrxxxx & Xormxx XXX, 303 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 xx at such other place as may be agreed upon among the Representatives and the Selling Shareholders (i) on the Closing Date, if written notice of the exercise of such option is received by the Selling Shareholders at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Selling Shareholders receives written notice of the exercise of such option, sold if such notice is received by the Selling Shareholders less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Selling Shareholders (Profit Recovery Group International Inc)

Option Shares. On In addition, on the basis of the representations, representations and warranties contained herein and agreements herein contained, but subject to the terms and conditions herein set forthforth herein, the Company hereby grants to the several Underwriters an option to the Underwriters, severally and not jointly, to purchase all or any portion of up to an additional 322,500 Common Shares in the Option Shares aggregate, at the same purchase price as per share set forth in Section 3(a) above, less the Firm Shares, for use solely in covering per share amount of any over-allotments made dividend or other distribution declared by the Underwriters in Company, the sale and distribution record date of which occurs during the Firm Sharesperiod from the Closing Time through the Date of Delivery (as defined below) with respect thereto. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 30 days after to time only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact 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 time, as delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by you, when the Option Shares are to be deliveredRepresentative, but in shall not be later than seven (7) full business days and no event earlier than the First Closing Date three (as defined below3) nor earlier than the second full business day or later than the tenth business day days after the date on which exercise of said option, nor in any event prior to the option shall have been exercisedClosing Time. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to of the Underwriters, acting severally and not jointly, will purchase from the Company the same percentage that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Shares to be purchased by set forth in Schedule A opposite the name of such Underwriter is of bears to the total number of Firm Shares Shares, subject in each case to be purchased by the several Underwriters, as adjusted by the Representatives in such manner adjustments as the Representatives deem advisable Representative in its discretion shall make to avoid eliminate any sales or purchases of a fractional shares. No number of Option Shares shall be sold and delivered unless plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the Firm Shares previously have been, or simultaneously are, sold and deliveredprovisions of Section 11 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (FIDUS INVESTMENT Corp)

Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to the Underwriters, severally and not jointly, to purchase all or any portion from the Company that number of the Option Shares up to the maximum number of Option Shares of Common Stock at the same purchase price as 2 per share set forth in paragraph (a) above plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution provisions of the Firm SharesSection 8 hereof. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 30 days after to time only for the effective date purpose of this Agreement covering over- allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact 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 time, as delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by you, when the Option Shares are to be deliveredRepresentatives, but in no event earlier shall not be later than the First Closing Date (as defined below) seven full business days nor earlier than the second two full business day or later than the tenth business day days after the date on which exercise of said option, nor in any event prior to the option shall have been exercisedClosing Time, as hereinafter defined, unless otherwise agreed by the Representatives and the Company. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to of the Underwriters, acting severally and not jointly, will purchase from the Company the same percentage that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Initial Shares to be purchased by set forth in Schedule I opposite the name of such Underwriter is of bears to the total number of Firm Shares Initial Shares, subject in each case to be purchased by the several Underwriters, such adjustments as adjusted by the Representatives in such manner as the Representatives deem advisable their discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered2.

Appears in 1 contract

Samples: Underwriting Agreement (Imperial Credit Commercial Mortgage Investment Corp)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 255,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by wire transfer or other delivery of immediately available funds to an account designated in writing by the Company. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and delivered unless any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the Firm Shares previously have beenoffices of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Transwitch Corp /De)

Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to the Underwriters, severally and not jointly, to purchase all or any portion from the Company that number of the Option Shares up to the maximum number of Option Shares of Common Stock at the same purchase price as per share set forth in paragraph (a) above plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution provisions of the Firm SharesSection 8 hereof. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 30 days after to time only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact 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 timedelivery 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 after the exercise of said option, nor in any event prior to the Closing Time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercisedhereinafter defined. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to of the Underwriters, acting severally and not jointly, will purchase from the Company the same percentage that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Initial Shares to be purchased by set forth in Schedule I opposite the name of such Underwriter is of bears to the total number of Firm Shares Initial Shares, subject in each case to be purchased by the several Underwriters, such adjustments as adjusted by the Representatives in such manner as the Representatives deem advisable their discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless The Underwriters may from time to time increase or decrease the Firm Shares previously have been, or simultaneously are, sold and deliveredpublic offering price after the initial public offering to such extent as the Underwriters may determine.

Appears in 1 contract

Samples: Underwriting Agreement (Ocwen Asset Investment Corp)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds to an account specified in writing by the Company. Such delivery and delivered unless payment shall take place at the Firm Shares previously have beenoffices of Xxxxxx Xxxxxx White & XxXxxxxxx, 000 Xxxxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, 00000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Sequus Pharmaceuticals Inc)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 240,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable is necessary to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and delivered unless the Firm Shares previously have beenCompany agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company). Such delivery and payment shall take place at the offices of Freshman, Marantz, Orlanski, Coopxx & Xleix, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxx Xxxor, East Tower, Beverly Hills, California, or simultaneously areat such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, sold if written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for checking at least two (2) full business days prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Jaco Electronics Inc

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 300,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and delivered unless the Firm Shares previously have beenCompany agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Wilson, Sonsini, Goodxxxx & Xosaxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000-0000, xx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Hi/Fn Inc

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling Stockholder, with respect to the Company number of Option Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto, hereby grants to the several Underwriters Underwriter an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Underwriter to the Company (with a courtesy copy to its counsel at Xxxxxxx Xxxxxxx & Xxxxxxxx LLP) and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are Underwriter is exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, each the obligation of the Underwriter shall be obligated to purchase from the Company Selling Stockholders granting an option to purchase the same percentage of Option Shares up to 675,000 Option Shares. Such purchase shall be on a pro rata basis, with the total number of Option Shares to be purchased from any Selling Stockholder (to be adjusted by the several Underwriters as Underwriter to avoid fractional shares) to be in the same proportion that the number of Firm Option Shares to be purchased granted by such Underwriter is of Selling Stockholder bears to the total number of Firm Option Shares to be purchased granted by the several Underwriters, as adjusted by the Representatives in all such manner as the Representatives deem advisable to avoid fractional sharesSelling Stockholders. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (K2m Group Holdings, Inc.)

Option Shares. On In addition, on the basis of the representations, representations and warranties contained herein and agreements herein contained, but subject to the terms and conditions herein set forthforth herein, the Company hereby grants to the several Underwriters an option to the Underwriters, severally and not jointly, to purchase all up to an additional 1,650,000 shares of Common Stock, at the price per share set forth in Section 2(a), less an amount per share equal to any dividends or any portion of distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option hereby granted hereunder may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement from time to time upon written notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact 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 time, as delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by you, when the Option Shares are to be deliveredRepresentative, but shall not be later than ten full business days after the exercise of said option, nor in no any event earlier than prior to the First Closing Time (as defined below). In the event that the option hereby granted is not exercised prior to the Closing Date (as defined below) nor earlier than the second ), any such notice shall be given at least two business day or later than the tenth business day after days prior to the date on which the option shall have been exercisedand time of delivery specified therein. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to of the Underwriters, acting severally and not jointly, will purchase from the Company the same percentage that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Initial Shares to be purchased by set forth in Schedule 1 opposite the name of such Underwriter is of bears to the total number of Firm Shares Initial Shares, subject, in each case, to be purchased by the several Underwriters, as adjusted by the Representatives in such manner adjustments as the Representatives deem advisable Representative in its sole discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (Cannae Holdings, Inc.)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 600,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by wire transfer of Federal funds to the account specified by the Company. Such delivery and delivered unless payment shall take place at the Firm Shares previously have beenoffices of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A., 1221 Brickell Xxxxxx, Xiami, Floxxxx 00100 xx ax xxxh oxxxx xxace as mxx xx xxxxxx xxxx xxxxx xxx Xxxxxxxxxxxxxxs and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Sportsline Usa Inc

Option Shares. On Upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the other terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to FBR to (i) purchase all or any portion from the Company, as initial purchaser, up to an aggregate of the 2,250,000 Option Shares at the same purchase price 144A/Regulation S Purchase Price per share (the "Purchased Option Shares"); and (ii) place, as exclusive placement agent for the Firm Company, up to that number of Option Shares remaining, after subtracting any Purchased Option Shares with respect to which FBR has exercised its option pursuant to clause (i) from 2,250,000, at the Regulation D Purchase Price per share with the right to receive from the Company the Placement Fee (the "Placed Option Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares"). The option granted hereunder hereby will expire 30 days after the date hereof and may be exercised in whole or in part at any from time to time in one or more installments (but not provided that there shall be no more than oncethree such exercises, unless mutually agreed upon by FBR and the Company) within 30 days after the effective date of this Agreement upon written notice (confirmed in writing) by the Representatives FBR to the Company and to the Attorneys-in-Fact setting forth (A) the aggregate number of Option Shares as to which the several Underwriters are FBR is then exercising the option option, (B) the names and denominations in which the date and time, as determined by you, when certificates for the Option Shares exercised are to be registered or to which the Option Shares are to be delivereddelivered in book-entry form through the facilities of the Depository Trust Company (the "DTC"), but (C) the number of Option Shares that are to be Purchased Option Shares and the number of Option Shares that are to be Placed Option Shares, and (D) the time and date of payment for and delivery of such Option Shares, whether in no event earlier than the First Closing certificated or book-entry form. Any such time and Date of Delivery (as defined below) shall be determined by FBR, but shall not be later than seven full business days nor earlier than the second two full business day or later than the tenth business day days after the date on which exercise of said option, nor in any event prior to the option shall have been exercised. If Closing Time, unless otherwise agreed by FBR and the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and deliveredCompany.

Appears in 1 contract

Samples: Placement Agreement (Vintage Wine Trust Inc)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and delivered unless the Firm Shares previously have beenCompany agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company agrees to reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx LLP, 0000 Xxxxxxx xx Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, or simultaneously areat such other place as may be agreed upon among the Representatives and, sold the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Pervasive Software Inc)

Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to each Underwriter, severally and not jointly, to purchase from the Company all or any portion part of the Option Shares at the same purchase price as the Firm per share set forth in paragraph (a) above plus, with respect to each Underwriter purchasing Option Shares, for use solely in covering any over-allotments made by additional number of Option Shares which each Underwriter may become obligated to purchase pursuant to the Underwriters in the sale and distribution provisions of the Firm SharesSection 8 hereof. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 30 days after to time only for the effective date purpose of this Agreement covering over-allotments, which may be made in connection with the offering and distribution of the Initial Shares, upon written notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact 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 time, as delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by you, when the Option Shares are to be deliveredRepresentatives, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in no any event earlier than prior to the First Closing Date Time (as defined in Section 2(a) below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised). If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to of the Underwriters, acting severally and not jointly, will purchase from the Company the same percentage that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Initial Shares to be purchased by set forth in SCHEDULE I opposite the name of such Underwriter is of bears to the total number of Firm Shares Initial Shares, subject in each case to be purchased by the several Underwriters, such adjustments as adjusted by the Representatives in such manner as the Representatives deem advisable their sole discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: America First Mortgage Investments Inc

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) and from time to time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor (unless otherwise agreed by you and the Company) earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, The number of Option Shares to be purchased by each Underwriter shall be obligated to purchase from the Company the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (PLBY Group, Inc.)

Option Shares. On In addition, on the basis of the representations, representations and warranties contained herein and agreements herein contained, but subject to the terms and conditions herein set forthforth herein, the Company hereby grants to the several Underwriters an option to the Underwriters, severally and not jointly, to purchase all or any portion of up to an additional [•] Common Shares in the Option Shares aggregate, at the same purchase price as per share set forth in Section 3(a) above, less the Firm Shares, for use solely in covering per share amount of any over-allotments made dividend or other distribution declared by the Underwriters in Company, the sale and distribution record date of which occurs during the Firm Sharesperiod from the Closing Time through the Date of Delivery (as defined below) with respect thereto. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 30 days after to time only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact 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 time, as delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by you, when the Option Shares are to be deliveredRepresentative, but in shall not be later than seven (7) full business days and no event earlier than the First Closing Date three (as defined below3) nor earlier than the second full business day or later than the tenth business day days after the date on which exercise of said option, nor in any event prior to the option shall have been exercisedClosing Time. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to of the Underwriters, acting severally and not jointly, will purchase from the Company the same percentage that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Shares to be purchased by set forth in Schedule A opposite the name of such Underwriter is of bears to the total number of Firm Shares Shares, subject in each case to be purchased by the several Underwriters, as adjusted by the Representatives in such manner adjustments as the Representatives deem advisable Representative in its discretion shall make to avoid eliminate any sales or purchases of a fractional shares. No number of Option Shares shall be sold and delivered unless plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the Firm Shares previously have been, or simultaneously are, sold and deliveredprovisions of Section 11 hereof.

Appears in 1 contract

Samples: Investment Advisory Agreement (FIDUS INVESTMENT Corp)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over- allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 360,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A ---------- hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives ---------- in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the Representatives several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such manner check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Brown, Rudnick, Freed & Gesmer, Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000 or at such other place as may be agreed upon among the Representatives deem advisable and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to avoid fractional sharesthe Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. No The certificates for the Option Shares shall to be sold and so delivered unless the Firm Shares previously have beenwill be made available to you at such office or such other location including, or simultaneously arewithout limitation, sold and delivered.in Xxx

Appears in 1 contract

Samples: Underwriting Agreement (Abiomed Inc)

Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in Section 1(a), the Company hereby grants to the several Underwriters an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any portion part of the Option Shares, plus any additional number of Option Shares at which such Underwriter may become obligated to purchase pursuant to the same purchase price provisions of Section 8 hereof, subject in each case, to such adjustments among the Underwriters as the Firm SharesRepresentative, for use solely in covering its sole discretion, shall make to eliminate any over-allotments made by the Underwriters in the sale and distribution sales or purchases of the Firm Sharesfractional shares. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time to time (but not more than onceonly for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact 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 time, as delivery for such Option Shares. Any such time and date of delivery shall be determined by you, when the Option Shares are to be deliveredRepresentative, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of such option, nor in no any event earlier than prior to the First Closing Date Time (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercisedhereinafter defined). If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to purchase from the Company will sell that number of Option Shares then being purchased, and each of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Initial Shares to be purchased by set forth in Schedule II opposite the name of such Underwriter is of bears to the total number of Firm Shares Initial Shares, subject in each case to be purchased by such adjustments among the several Underwriters, as adjusted by the Representatives in such manner Underwriters as the Representatives deem advisable Representative, in its sole discretion, shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (Wca Waste Corp)

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and (with a courtesy copy to the Attorneys-in-Fact its counsel at DLA Piper LLP (US)) setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, The number of Option Shares to be purchased by each Underwriter shall be obligated to purchase from the Company the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Purchase Agreement (Neothetics, Inc.)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 360,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds to an account specified in writing by the Company. Such delivery and delivered unless payment shall take place at the Firm Shares previously have beenoffices of Coolxx Xxxward LLP, Five Palo Alto Square, 3000 Xx Xxxxxx Xxxx, Xxxx Xxxx, XX 00000-0000 xx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivered.delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be

Appears in 1 contract

Samples: First Virtual Corp

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 375,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by wire transfer of same-day funds paid to an account designated by the Company in writing. Such delivery and delivered unless payment shall take place at the Firm Shares previously have beenoffices of Cooley Godward LLP, Five Palo Alto Square, 0000 Xx Xxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000, or simultaneously areat such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, sold if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Aviron)

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day (unless such date is the same date as the First Closing Date) or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, The number of Option Shares to be purchased by each Underwriter shall be obligated to purchase from the Company the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Purchase Agreement (Sientra, Inc.)

Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, at the Company purchase price per share of Common Stock set forth in Section 1(a) above, each Selling Stockholder acting severally and not jointly hereby grants to the several Underwriters an option to the Underwriters, acting severally and not jointly, to purchase from each Selling Stockholder in Schedule I hereto, all or any portion part of the number of Option Shares at set forth in Schedule I opposite each such Selling Stockholder's name, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution provisions of the Firm SharesSection 8 hereof. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) to time within 30 days after such 30-day period only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact Attorneys 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 timedelivery for such Option Shares. Any such time and date of delivery (an "Option Closing Time") shall be determined by the Representative, but shall not be later than five (5) full business days (or earlier, without the consent of the Company, than two (2) full business days) after the exercise of such option, nor in any event prior to the Closing Time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercisedhereinafter defined. If the option is exercisedexercised as to all or any portion of the Option Shares, each Underwriter shall be obligated to purchase from the Company the same percentage Selling Stockholder will sell its pro rata portion of the total number of Option Shares to be then being purchased by in the several Underwriters same proportion as set forth in Schedule I opposite the number name of Firm Shares to be purchased by such Underwriter is Selling Stockholder, and each of the Underwriters, acting severally and not jointly, will purchase its pro rata portion of the total number of Firm Option Shares then being purchased in the same proportion as set forth in Schedule II opposite the name of such Underwriter, subject in each case to be purchased by such adjustments among the several Underwriters, as adjusted by the Representatives in such manner Underwriters as the Representatives deem advisable Representative in its sole discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Pinnacle Gas Resources, Inc.

Option Shares. On In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price per share as the Firm Shares, for use solely set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 2(a) hereof. The option granted hereunder hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Time and (but not more than onceii) only once thereafter within 30 days after the effective date of this Agreement upon notice (confirmed in writing) Agreement, by you, as Representatives of the Representatives several Underwriters, to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and time, as determined by you, when the date at which certificates for Option Shares are to be delivered, delivered shall be determined by the Representatives but in no event shall not be earlier than the First Closing Date (as defined below) three nor earlier than the second business day or later than the tenth 10 full business day days after the exercise of such option, nor in any event prior to the Closing Time (such time and date on which being herein referred to as the option shall have been exercised“Option Closing Date”). If the date of exercise of the option is exercisedthree or more days before the Closing Time, each Underwriter the notice of exercise shall be obligated to purchase from set the Company Closing Time as the same percentage of the total Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the several Underwriters same proportion to the total number of Option Shares being purchased as the number of Firm Shares to be being purchased by such Underwriter is of Underwriters bears to the total number of Firm Shares to be purchased by the several UnderwritersShares, as adjusted by the Representatives you in such manner as the Representatives deem advisable to avoid fractional shares. No You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be sold and delivered unless made on the Firm Shares previously have beenOption Closing Date in federal (same day funds) through the facilities of The Depository Trust Company in New York, or simultaneously are, sold and deliveredNew York drawn to the order of the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Colfax CORP)

Option Shares. On In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein contained, but and subject to the terms conditions set forth herein, shall have the option to purchase, severally and conditions herein set forthnot jointly, from the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at a price per share set forth in paragraph 2 of Schedule 3 hereto, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same purchase price ratio to the aggregate number of Option Shares being purchased as the Firm Shares, for use solely number of Underwritten Shares set forth opposite the name of such Underwriter in covering any over-allotments made Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the Underwriters several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as X.X. Xxxxxx Securities LLC in the sale and distribution of the Firm Sharesits sole discretion shall make. The Underwriters may exercise the option granted hereunder may be exercised in whole or in part to purchase Option Shares at any time (but not more than once) within 30 days after in whole, or in part, on or before the effective thirtieth day following the date of this Agreement upon the Prospectus, by written notice (confirmed in writing) by from the Representatives to the Company and to the Attorneys-in-Fact setting Company. Such notice shall set forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option is being exercised and the date and time, as determined by you, time when the Option Shares are to be delivereddelivered and paid for, but in no event earlier than which may be the First same date and time as the Closing Date (as defined belowhereinafter defined) nor but shall not be earlier than the second business day Closing Date or later than the tenth full business day (as hereinafter defined) after the date on which of such notice (unless such time and date are postponed in accordance with the option shall have been exercisedprovisions of Section 12 hereof). If the option is exercised, each Underwriter Any such notice shall be obligated given at least two business days prior to purchase from the Company the same percentage date and time of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivereddelivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall have been exercised. If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be sold made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and delivered unless the Firm Shares previously have beenCompany agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, 0000 Xxxxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or simultaneously are(ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, sold if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivereddelivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Medicode Inc)

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