Option to Purchase Additional Securities. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative is hereby granted an option (the "Option") to purchase, in the aggregate, up to _____ Common Shares (the "Option Shares") and/or Common Warrants to purchase up to ____ Common Shares (the "Option Warrants" and, collectively with the Option Shares, the "Option Securities")1 which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively.
(b) In connection with an exercise of the Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the "Option Closing Purchase Price").
(c) The Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Option by the Representative. The Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased, and the date and time for delivery of and payment for the Option Securities (each, an "Option Closing Date"), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwri...
Option to Purchase Additional Securities. In the event you exercise the option provided in Section 2 hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of each Date of Delivery, and you shall have received:
(1) The favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Company, in form and substance satisfactory to your counsel, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 5(b)(1) hereof.
(2) The favorable opinion of Xxxxxxx Xxxxx LLP, Maryland corporate counsel for the Company, in form and substance satisfactory to your counsel, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 5(b)(2) hereof.
(3) The favorable opinion of Xxxxx X. Xxxxxx, Executive Vice President, General Counsel and Corporate Secretary of the Company, in form and substance satisfactory to your counsel, dated such Date of Delivery, reaffirming his opinion delivered at Closing Time pursuant to Section 5(b)(3) hereof.
(4) The favorable opinion of Sidley Austin LLP, counsel for the Underwriter, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Sections 5(b)(4) and 5(b)(5) hereof.
(5) A certificate of the President or a Vice President of the Company and the chief financial or chief accounting officer of the Company, dated such Date of Delivery, confirming that the certificate delivered at Closing Time pursuant to Section 5(c) hereof remains true and correct as of such Date of Delivery.
(6) Letters from each of Ernst & Young LLP and Deloitte & Touche LLP with respect to the Company and Ernst & Young LLP with respect to HCR Properties, LLC, in form and substance satisfactory to you, dated such Date of Delivery, substantially the same in scope and substance as the letters furnished to you pursuant to Section 5(e) hereof except that the “specified date” in the letters furnished pursuant to this subsection shall be a date not more than three business days prior to such Date of Delivery. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by you by notifying the Company at any time at or prior to Closin...
Option to Purchase Additional Securities. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, H.X. Xxxxxxxxxx & Co., LLC is hereby granted an option (the “Option”) to purchase, in the aggregate, up to _____ shares of Common Stock (the “Option Shares”) and Warrants to purchase up to ____ shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”)1 which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively.
(b) In connection with an exercise of the Option: (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased; and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
Option to Purchase Additional Securities. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative is hereby granted an option (the “Option”) to purchase, in the aggregate, up to _____ shares of Common Stock (the “Option Shares”) and Warrants to purchase up to ____ shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”)1 which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively.
Option to Purchase Additional Securities. The Trust has granted to the Initial Purchasers an option, exercisable not later than 30 calendar days after the date of the purchase agreement pursuant to which the Initial Purchasers are acquiring the Securities, to purchase up to 375,000 additional Securities at the initial offering price less the Initial Purchaser discount. The Trust will be obligated, pursuant to the option, to sell these additional Securities to the Initial Purchasers to the extent the option is exercised. After the initial offering of the Securities, the offering price and other selling terms may from time to time be varied by the Initial Purchasers. Initial Offering Price: The Securities will be offered at the initial offering price of $100.00 per Security. Proceeds, before expenses, to the Trust: $98.25 per Security. Quarterly Distribution Dates: March 1, 2018, and June 1, September 1, December 1, and March 1 of each year until the Scheduled Exchange Day. Quarterly Cash Distribution Amount: $1.2969 per Security (and $1.0951 per Security on March 1, 2018), subject to adjustment as described in the Preliminary Offering Circular.
Option to Purchase Additional Securities. Each of Subscriber and the Other Subscribers shall have an option, exercisable individually by the option holder at any time for 150 days from the date of this subscription, to purchase an amount of common stock of the Company determined by multiplying one-half of the amount of subscription from Exhibit A times the option exercise price, which shall be the higher of (i) $0.20 per share, or (ii) the average of the reported closing bid price for the Company’s common stock for the 20 trading days ending the day before the option is exercised. Upon exercise the total exercise price shall be paid in full. The option may not be exercised at any time when any portion of Subscriber’s Subscription Note remains unpaid.
Option to Purchase Additional Securities. Issuer hereby grants to Purchaser an option (the "Option") to purchase the Additional Securities for an aggregate purchase price of $4,000,000 (the "Option Exercise Price"). The Option shall be exercisable at any time for a period of ninety (90) days after the Closing Date. The Option is exercisable by written notice from Purchaser to the Issuer and will be deemed exercised as of the close of business on the date such notice is delivered to the Issuer (the "Option Notice Date"). The Additional Securities shall be issued and delivered to Purchaser promptly after its delivery to the Issuer of the Option Exercise Price by certified check, bank draft or wire-transfer at a closing to be held at Graubard Mollen & Miller, 600 Third Avenue, New York, New York 10000, xx a xxxx to xx xxxuaxxx xxxxxx xxxx, xxx xxx xxxxx xxxx xxxxx business days after the Option Notice Date.
Option to Purchase Additional Securities. Purchaser shall have the option (the “Option”), exercisable no later than June 30, 2010, to purchase up to an additional two hundred fifty thousand (250,000) shares of Common Stock (the “Option Shares”) for eight dollars ($8) per share, and purchase a warrant to purchase up to an additional two hundred fifty thousand (250,000) shares of Common Stock for fifteen dollars ($15) per share in a form substantially similar as that attached hereto as Exhibit “A” (the “Option Warrant”), for a total purchase price of two million dollars ($2,000,000) (the “Option Purchase Price”), upon and subject to the same terms and conditions as those contained and incorporated herein; provided, however, that Seller may issue the Option Shares and Option Warrant at such time to the Purchaser without violating any of the securities laws, rules, or regulations of the United States or any other country. The Option may be exercised in whole or in part by the Purchaser at any time prior to its expiration by delivering written notice to Seller of Purchaser’s intent to exercise such Option.
Option to Purchase Additional Securities
