Common use of Option Shares Clause in Contracts

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than five full business days after the exercise of such option, nor in any event prior to the Closing Time (as defined below). The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares then being purchased as the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 4 contracts

Samples: Underwriting Agreement (Northstar Realty Finance Corp.), Underwriting Agreement (Northstar Realty Finance Corp.), Underwriting Agreement (Northstar Realty Finance Corp.)

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Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above), less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 thirty (30) days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than five (5) full business days after the exercise of such option, nor in any event prior to the Closing Time (Time, as defined below)hereinafter defined. The If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares to be purchased by then being purchased, and each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

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

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (aSection 1(a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares, plus any additional number of Option Shares that which such Underwriter may be become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period (but in no event on more than two occasions) upon written notice by the Representatives Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a an Date of DeliveryOption Closing Time”) shall be determined by the RepresentativesRepresentative, but shall not be later than five three (3) 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 (Time, as defined below)hereinafter defined. The If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares to be then being purchased by and each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Firm Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Horsehead Holding Corp), Underwriting Agreement (Horsehead Holding Corp)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares, plus any additional number of Option Shares that which such Underwriter may be become obligated to purchase pursuant to the provisions of Section 8 9 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period period. Such option shall be exercised upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment for and delivery for of such Option Shares. Any such time and date of delivery and payment (a an Date of DeliveryOption Closing Time”) shall be determined by the Representatives, but shall not be later than five 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 defined below). The If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares to be then being purchased by and each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (OFS Capital Corp), Underwriting Agreement (OFS Capital, LLC)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that which such Underwriter may be become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than five full business days after the exercise of such option, nor in any event prior to the Closing Time (as defined below). The If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares to be then being purchased by and each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Northstar Realty), Underwriting Agreement (Northstar Realty)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Preferred Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option SharesShares set forth in Schedule III, plus any additional number of Option Shares that which such Underwriter may be become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than five full business days after the exercise of such option, nor in any event prior to the Closing Time (as defined below). The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares then being purchased as which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Northstar Realty), Underwriting Agreement (Northstar Realty)

Option Shares. In addition, upon On the basis of the warranties and representations and other warranties contained in this Agreement, and subject to its terms and conditions herein set forthconditions, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on shall sell to the Initial Shares but not payable on Underwriters the Option Shares, and the Company hereby grants an option Underwriters shall have the right to purchase from the UnderwritersCompany, acting severally and not jointly, up to purchase [•] Option Shares at the Purchase Price. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company all or any part of (the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 Notice”) not later than 45 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than five full business days after the exercise of such option, nor in any event prior to the Closing Time (as defined below)this Agreement. The Option Notice shall specify the number of Option Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than three business days after the date of such notice. On each day, if any, that Option Shares are to be purchased (each, an “Option Closing Date”), each Underwriter shall be agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same percentage of proportion to the total number of Option Shares then being to be purchased on such Option Closing Date as the number of Initial Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (MultiSensor AI Holdings, Inc.)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an aggregate of 300,000 Option Shares, at the purchase price per share of Common Stock set forth in paragraph (a) aboveSchedule A plus accrued dividends from the Closing Time, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period upon written notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be later than five seven full business days after the exercise of such said option, nor in any event prior to the Closing Time (Time, as defined below)hereinafter defined. The number If the option is exercised as to all or any portion of the Option Shares to be purchased by Shares, each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Merchants Bancorp)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Sharesherein, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from up to an additional 1,800,000 Common Shares in the Company all or any part of aggregate, at the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereofprice per share set forth in Paragraph (a) above. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30only for the purpose of covering over-day period allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Representatives Underwriters to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesUnderwriters, but shall not be later than five seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, or such optionother date mutually agreed upon by the Underwriters and the Company, nor in any event prior to the Closing Time (Time. If the option is exercised as defined below). The number to all or any portion of the Option Shares to be purchased by Shares, each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Firm Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments among the Underwriters as the Representatives Fxxxxx Xxxxx in their sole its discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof.

Appears in 1 contract

Samples: Gladstone Investment Corporation\de

Option Shares. In addition, upon Upon the basis of the representations and warranties and representations and subject to the other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, FBR to (i) purchase from the Company all or any part Company, as initial purchaser, up to an aggregate of 1,770,000 Option Shares at the 144A/Regulation S Purchase Price per share (the “Purchased Option Shares”); and (ii) place, plus any additional as exclusive placement agent for the Company, up to that number of Option Shares that such Underwriter may be obligated remaining, after subtracting any Purchased Option Shares with respect to purchase which FBR has exercised its option pursuant to clause (i), at the provisions of Section 8 hereofRegulation D Purchase Price per share (the “Placed Option Shares”). The option granted hereby granted will expire 30 five (5) trading days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period in one or more installments, including at the Closing Time, only for the purpose of covering additional allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives FBR to the Company setting forth (i) the number of Option Shares as to which the Underwriters are FBR is then exercising the option option, (ii) the names and denominations to which the Option Shares are to be delivered in book-entry form through the facilities of The Depository Trust Company (“DTC”), (iii) the number of Option Shares that will be Purchased Option Shares and the number of Option Shares that will be Placed Option Shares, and (iv) the time and date of payment for and delivery for of such Option SharesShares in book-entry form. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesFBR, but shall not be later than five (5) full business days after nor earlier than one (1) full business day after the exercise of such said option, nor in any event prior to the Closing Time (as defined below). The number of Option Shares to be purchased Time, unless otherwise agreed in writing by each Underwriter shall be FBR and the same percentage of the total number of Option Shares then being purchased as the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharesCompany.

Appears in 1 contract

Samples: Placement Agreement (National General Holdings Corp.)

Option Shares. In addition, upon the basis of the representations and warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriterseach Underwriter, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price per share set forth in paragraph (a) above plus, with respect to each Underwriter purchasing Option Shares, plus any additional number of Option Shares that which such Underwriter may be become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30only for the purpose of covering over-day period allotments, which may be made in connection with the offering and distribution of the Initial Shares, upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than five three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of such said option, nor in any event prior to the Closing Time (as defined in Section 2(a) below). The number If the option is exercised as to all or any portion of the Option Shares to be purchased by Shares, each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: America First Mortgage Investments Inc

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part up to an additional 1,200,000 Option Shares at a purchase price of the Option Shares$24.2125 per share, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant accumulated dividends, if any, to the provisions Date of Section 8 hereofDelivery, provided however that with respect to sales to Institutional Purchasers, the purchase price shall be $24.375 per share, plus accumulated dividends, if any, to the Date of Delivery. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30only for the purpose of covering over-day period allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than five seven full business days after the exercise of such optionsaid option without the Company’s consent, nor in any event prior to the Closing Time Time. Salomon agrees that within one business day prior to the relevant Date of Delivery it shall confirm to the Company in writing the number of Option Shares sold to Institutional Purchasers and the aggregate underwriting discount to be paid by the Company. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to adjustments to eliminate fractional shares as defined below). The the Representatives may determine) that bears the same proporation to the total number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares then being purchased as the number of Initial Shares set forth in on Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Equity Office Properties Trust)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than five full business days after the exercise of such option, nor in any event prior to the Closing Time (as defined below). The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares then being purchased as the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Northstar Realty Finance Corp.)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forthforth herein, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 525,000 Common Shares in the aggregate, at the purchase price per share of Common Stock set forth in paragraph Paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Firm Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30only for the purpose of covering over-day period allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Representatives Underwriters to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesUnderwriters, but shall not be later than five seven (7) full business days and no earlier than three (3) full business days after the exercise of such said option, nor in any event prior to the Closing Time (Time. If the option is exercised as defined below). The number to all or any portion of the Option Shares to be purchased by Shares, each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Firm Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments among the Underwriters as the Representatives Mxxxxx Xxxxxx in their sole its discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof.

Appears in 1 contract

Samples: Prospect Capital Corp

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Preferred Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option SharesShares set forth in Schedule II, plus any additional number of Option Shares that which such Underwriter may be become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be later than five full business days after the exercise of such option, nor in any event prior to the Closing Time (as defined below). The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares then being purchased as the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Northstar Realty)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Sharesherein, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up to an additional 262,500 Common Shares in the aggregate, at the price per share set forth in Section 3(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Company all or any part Closing Time through the Date of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereofDelivery (as defined below) with respect thereto. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period in connection with the offering and distribution of the Firm Shares upon written notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be later than five seven (7) full business days and no earlier than three (3) full business days after the exercise of such said option, nor in any event prior to the Closing Time (Time. If the option is exercised as defined below). The number to all or any portion of the Option Shares to be purchased by Shares, each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Firm Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their sole its discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (FIDUS INVESTMENT Corp)

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

Appears in 1 contract

Samples: Underwriting Agreement (Kennedy Wilson Inc)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Preferred Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that which such Underwriter may be become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time (which shall not be more than two times in the aggregate) within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than five full business days after the exercise of such option, nor in any event prior to the Closing Time (as defined below). The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares then being purchased as the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Northstar Realty Finance Corp.)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Selling Shareholder up to an additional 1,123,500 Ordinary Shares, as set forth in Schedule B, at the purchase price per share of Common Stock set forth in paragraph (a) aboveSchedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time within such 30-day period time, upon written notice by the Representatives to the Company Selling Shareholder, setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than five seven full business days after the exercise of such said option, nor in any event prior to the Closing Time (Time. If the option is exercised as defined below). The number to all or any portion of the Option Shares to be purchased by Shares, each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as the which number of Initial Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Shares, subject subject, in each case case, to such adjustments among the Underwriters as the Representatives BofA in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Maxeon Solar Technologies, Ltd.)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Preferred Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time (but not more than two times in the aggregate) within such 30-day period only for the purpose of covering over allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than five full business days after the exercise of such option, nor in any event prior to the Closing Time (as defined below). The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares then being purchased as the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Northstar Realty Finance Corp.)

Option Shares. In addition, upon the basis of the representations and warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the UnderwritersUnderwriters as provided in this Agreement, acting severally and not jointly, the Underwriters shall have the option to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that which such Underwriter may be become obligated to purchase pursuant to the provisions provision of Section 8 hereof, from the Company as provided in this Agreement, at the Purchase Price. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period upon written notice by the Representatives Representative to the Company setting forth the number amount of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than five 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 (Date. If the option is exercised as defined below). The to all or any portion of the Option Shares, the Company will sell that number of Option Shares to be then being purchased by and each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Firm Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (iMedia Brands, Inc.)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph subsection (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised exercised, from time to time and on one or more occasions, in whole or in part from time to time within such 30only for the purpose of covering over-day period allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the RepresentativesRepresentative, but shall not be later than five 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 (Time, as defined below)hereinafter defined. The number If the option is exercised, on one or more occasions, as to all or any portion of the Option Shares to be purchased by Shares, the Company will sell and each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as purchased, which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Feldman Mall Properties, Inc.

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) abovePurchase Price, less an amount per share equal to any dividends dividend or distributions distribution declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part up to an additional [·] shares of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereofCommon Stock. The option hereby granted will expire 30 days after the date hereof and may be exercised no more than twice, in whole or in part from time to time within part, during such 30-day period upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a an Date of DeliveryOption Closing Time”) shall be determined by the Representatives, but shall not be later than five three full business days (and shall not, without the consent of the Company, be earlier than two full business days) after the exercise of such option, nor in any event prior to the Closing Time (as defined below). The If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares to be then being purchased by and each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (NETSTREIT Corp.)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forthforth herein, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 745,650 Common Shares in the aggregate, at the purchase price per share of Common Stock set forth in paragraph Paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Firm Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30only for the purpose of covering over-day period allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Representatives Underwriters to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesUnderwriters, but shall not be later than five seven (7) full business days and no earlier than three (3) full business days after the exercise of such said option, nor in any event prior to the Closing Time (Time. If the option is exercised as defined below). The number to all or any portion of the Option Shares to be purchased by Shares, each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Firm Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments among the Underwriters as the Representatives Mxxxxx Xxxxxx in their sole its discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof.

Appears in 1 contract

Samples: Prospect Energy Corp

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives to the Company and the Attorneys setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”an "Option Closing Time") shall be determined by the Representatives, but shall not be later than five 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 (Time, as defined below)hereinafter defined. The If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares to be purchased by then being purchased, and each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Shares set forth in Schedule I II opposite the name of such Underwriter bears to the total number of Initial Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Tower Group, Inc.

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company in Schedule I hereto, all or any part of the Option Shares, plus any additional number of Option Shares that which such Underwriter may be become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30only for the purpose of covering over-day period allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives Representative to the Company and the Attorneys-in-Fact setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be later than five 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 Time, (as defined below). The number If the option is exercised as to all or any portion of the Option Shares to be purchased by Shares, the Company will sell, and each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Shares set forth in Schedule I II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (ECC Capital CORP)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a an Date of DeliveryOption Closing Time”) shall be determined by the Representatives, but shall not be later than five 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 (Time, as defined below)hereinafter defined. The If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that number of shares equal to be purchased by each Underwriter shall be the same percentage proportion of the total number of Option Shares then being purchased as which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Orion Marine Group Inc)

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Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a an Date of DeliveryOption Closing Time”) shall be determined by the RepresentativesRepresentative, but shall not be later than five 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 (Time, as defined below)hereinafter defined. The If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that number of shares equal to be purchased by each Underwriter shall be the same percentage of proportion that the total number of Option Shares then being purchased as which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Atlantic Coast Financial CORP)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Preferred Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that which such Underwriter may be become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time (which shall not be more than two times in the aggregate) within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be later than five full business days after the exercise of such option, nor in any event prior to the Closing Time (as defined below). The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares then being purchased as the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Northstar Realty Finance Corp.)

Option Shares. In addition, upon Upon the basis of the representations and warranties and representations and subject to the other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, FBR to (i) purchase from the Company all or any part Company, as initial purchaser, up to an aggregate of 2,860,000 Option Shares at the 144A/Regulation S Purchase Price per share (the "Purchased Option Shares"); and (ii) place, plus any additional as exclusive placement agent for the Company, up to that number of Option Shares that such Underwriter may be obligated remaining, after subtracting any Purchased Option Shares with respect to purchase which FBR has exercised its option pursuant to clause (i), at the provisions of Section 8 hereofRegulation D Purchase Price per share (the "Placed Option Shares"). The option granted hereby granted will expire 30 thirty (30) days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period in one or more installments, including at the Closing Time, only for the purpose of covering additional allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives FBR to the Company setting forth (i) the number of Option Shares as to which the Underwriters are FBR is then exercising the option option, (ii) the names and denominations to which the Option Shares are to be delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"), (iii) the number of Option Shares that will be Purchased Option Shares and the number of Option Shares that will be Placed Option Shares, and (iv) the time and date of payment for and delivery for of such Option SharesShares in book-entry form. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesFBR, but shall not be later than five (5) full business days nor earlier than one (1) full business day after the exercise of such said option, nor in any event prior to the Closing Time (as defined below)Time, unless otherwise agreed in writing by FBR and the Company. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares then being purchased as the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares2.

Appears in 1 contract

Samples: Registration Rights Agreement (Datapath Inc)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,222,222 shares of Common Stock, at the purchase price per share of Common Stock set forth in paragraph (a) aboveSchedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares Closing Securities but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time within such 30-day period upon written notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but any Date of Delivery after the Closing Time shall not be later than five seven full business days nor earlier than two full business days after the exercise of such said option, nor in any event prior to the Closing Time (Time. If the option is exercised as defined below). The number to all or any portion of the Option Shares to be purchased by Shares, each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Closing Shares and Pre-funded Warrants set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial SharesClosing Securities, subject subject, in each case case, to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Gain Therapeutics, Inc.)

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

Appears in 1 contract

Samples: One Liberty Properties Inc

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Sharesherein, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up to an additional 375,000 Common Shares in the aggregate, at the price per share set forth in Section 3(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Company all or any part Closing Time through the Date of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereofDelivery (as defined below) with respect thereto. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30only for the purpose of covering over-day period allotments which may be made in connection with the offering and distribution of the Firm Shares upon written notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be later than five seven (7) full business days and no earlier than three (3) full business days after the exercise of such said option, nor in any event prior to the Closing Time (Time. If the option is exercised as defined below). The number to all or any portion of the Option Shares to be purchased by Shares, each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Firm Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their sole its discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (FIDUS INVESTMENT Corp)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties herein contained and subject to the terms and conditions herein set forth, at the purchase price per share National Union Fire Insurance Company of Common Stock set forth in paragraph (a) abovePittsburgh, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company Pa. hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from up to an additional 957,210 Securities, at the Company all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. price per share set forth in Schedule E. The option hereby granted will expire 30 days after the date hereof of this Agreement and may be exercised in whole or in part from time to time within such 30-day period on not more than one occasion upon written notice by the Representatives to the Company Selling Shareholder setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a the Date of DeliveryOption Closing Time”) shall be determined by the Representatives, but shall not be later than five seven full business days after the exercise of such said option, nor in any event prior to the Initial Closing Time (Time, as defined below)hereinafter defined. The number If the option is exercised as to all or any portion of the Option Shares to be purchased by Shares, each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Shares set forth in Schedule I B opposite the name of such Underwriter bears to the total number of Initial Shares, subject subject, in each case case, to such adjustments among the Underwriters as the Representatives Barclays Capital Inc. in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Arch Capital Group Ltd.)

Option Shares. In addition, upon On the basis of the warranties and representations and other warranties contained in this Agreement, and subject to its terms and conditions herein set forthconditions, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on shall sell to the Initial Shares but not payable on Underwriters the Option Shares, and the Company hereby grants an option Underwriters shall have the right to purchase from the UnderwritersCompany, acting severally and not jointly, up to purchase [●] Option Shares at the Purchase Price. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company all or any part of (the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 Notice”) not later than 45 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than five full business days after the exercise of such option, nor in any event prior to the Closing Time (as defined below)this Agreement. The Option Notice shall specify the number of Option Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than three business days after the date of such notice. On each day, if any, that Option Shares are to be purchased (each, an “Option Closing Date”), each Underwriter shall be agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same percentage of proportion to the total number of Option Shares then being to be purchased on such Option Closing Date as the number of Initial Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (MultiSensor AI Holdings, Inc.)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company FBR TRS hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company FBR TRS all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives to FBR TRS and the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date If the option is exercised as to all or any portion of delivery (a “Date of Delivery”) shall be determined by the RepresentativesOption Shares, but shall not be later than five full business days after the exercise of such option, nor in any event prior to the Closing Time (as defined below). The FBR TRS will sell that number of Option Shares to be then being purchased by and each Underwriter shall be of the Underwriters, acting severally and not jointly, will purchase the number of Option Shares that bear the same percentage of proportion to the total number of Option Shares then being purchased as the number of Initial Shares set forth in Schedule I II opposite the name of such Underwriter bears to the total number of Initial Shares, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (FBR Capital Markets Corp)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Preferred Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time (but not more than two times in the aggregate) within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than five full business days after the exercise of such option, nor in any event prior to the Closing Time (as defined below). The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares then being purchased as the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Northstar Realty Finance Corp.)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) abovePurchase Price, less an amount per share equal to any dividends dividend or distributions distribution declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part up to an additional [·] shares of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereofCommon Stock. The option hereby granted will expire 30 days after the date hereof and may be exercised no more than twice, in whole or in part from time to time within part, during such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a an Date of DeliveryOption Closing Time”) shall be determined by the Representatives, but shall not be later than five three full business days (and shall not, without the consent of the Company, be earlier than two full business days) after the exercise of such option, nor in any event prior to the Closing Time (as defined below). The If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares to be then being purchased by and each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Shares set forth in Schedule I II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (NetSTREIT Corp.)

Option Shares. In addition, upon the basis of the representations and warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the UnderwritersUnderwriters as provided in this Agreement, acting severally and not jointly, the Underwriters shall have the option to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that which such Underwriter may be become obligated to purchase pursuant to the provisions provision of Section 8 hereof, from the Company as provided in this Agreement, at the Purchase Price. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period upon written notice by the Representatives Representative to the Company setting forth the number amount of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than five 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 (Date. If the option is exercised as defined below). The to all or any portion of the Option Shares, the Company will sell that number of Option Shares to be then being purchased by and each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Quantum Corp /De/)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriterseach Underwriter, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares at the purchase price per share set forth in paragraph (a) above plus, with respect to each Underwriter purchasing Option Shares, plus any additional number of Option Shares that such which each Underwriter may be become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30only for the purpose of covering over-day period allotments, which may be made in connection with the offering and distribution of the Initial Shares, upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than five three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of such said option, nor in any event prior to the Closing Time (as defined in Section 2(a) below). The number If the option is exercised as to all or any portion of the Option Shares to be purchased by Shares, each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Crown American Realty Trust)

Option Shares. In addition, upon the basis of the representations and warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (aSection 1(a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shareshereof, the Company hereby grants an option (the “Option”) to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be become obligated to purchase pursuant to the provisions of Section 8 hereof. The option Option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30only for the purpose of covering over-day period allotments that may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option Option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, and may be the First Closing Date (as hereinafter defined), but otherwise shall not be later than five full business days after the exercise of such optionOption, nor in any event prior to the First Closing Time (Date, as defined below)hereinafter defined. The number If the Option is exercised as to all or any portion of the Option Shares to be purchased by Shares, each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as that the number of Initial Shares set forth in Schedule I II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representatives, in their sole discretion discretion, shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (JER Investors Trust Inc)

Option Shares. In addition, upon on the basis of the warranties and representations and other warranties contained herein and subject to the terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Sharesherein, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up to an additional 420,000 Common Shares in the aggregate, at the price per share set forth in Section 3(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Company all or any part Closing Time through the Date of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereofDelivery (as defined below) with respect thereto. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period in connection with the offering and distribution of the Firm Shares upon written notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be later than five seven (7) full business days and no earlier than three (3) full business days after the exercise of such said option, nor in any event prior to the Closing Time (Time. If the option is exercised as defined below). The number to all or any portion of the Option Shares to be purchased by Shares, each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as which the number of Initial Firm Shares set forth in Schedule I A opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their sole its discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (FIDUS INVESTMENT Corp)

Option Shares. In addition, upon Upon the basis of the representations and warranties and representations and subject to the other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, FBR to (i) purchase from the Company all or any part Company, as initial purchaser, up to an aggregate of 1,674,160 Option Shares at the 144A/Regulation S Purchase Price per share (the "Purchased Option Shares"); and (ii) place, plus any additional as exclusive placement agent for the Company, up to that number of Option Shares that such Underwriter may be obligated remaining after subtracting any Purchased Option Shares with respect to purchase which FBR has exercised its option pursuant to clause (i), at the provisions of Section 8 hereofRegulation D Purchase Price per share (the "Placed Option Shares"). The option granted hereby granted will expire 30 thirty (30) days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period upon in one or two installments, including at the Closing Time, only for the purpose of covering additional allotments which may be made in connection with the offering and distribution of the Initial Shares. The option shall be exercised pursuant to written notice by the Representatives FBR to the Company setting forth (i) the number of Option Shares as to which the Underwriters are FBR is then exercising the option option, (ii) the names and denominations to which the Option Shares are to be delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"), if available, (iii) the number of Option Shares that will be Purchased Option Shares and the number of Option Shares that will be Placed Option Shares, and (iv) the time and date of payment for and delivery of such Option Shares in book-entry form. Any such time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesFBR, but shall not be later than five (5) full business days nor earlier than two (2) full business day after the exercise of such said option, nor in any event prior to the Closing Time (as defined below). The number of Option Shares to be purchased Time, unless otherwise agreed in writing by each Underwriter shall be FBR and the same percentage of the total number of Option Shares then being purchased as the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharesCompany.

Appears in 1 contract

Samples: Placement Agreement (Pinnacle Gas Resources, Inc.)

Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company Company, all or any part of the Option Shares, plus any additional number of Option Shares that in the same proportion which such Underwriter may be become obligated to purchase pursuant to the provisions of Section 8 9 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period upon written notice by the Representatives Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a an Date of DeliveryOption Closing Time”) shall be determined by the RepresentativesRepresentative, but shall not be later than five 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 (Time, as defined below)hereinafter defined. The number of Option Shares If the option is exercised as to be purchased by each Underwriter shall be the same percentage all or any portion of the total Option Shares, each of the Underwriters, acting severally and not jointly, will purchase its proportionate share of the number of Option Shares then being purchased as based on its proportionate share of the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial SharesUnderwriter, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Great Ajax Corp.)

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