Optional Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholders, to the extent indicated in Schedule B hereto, hereby grant, severally and not jointly, an option to the Underwriters, severally and not jointly, to purchase up to an additional 4,200,000 shares of Common Stock at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities shall be made in proportion to the number of Optional Securities to be sold by each Selling Stockholder. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company and the Selling Stockholders setting forth the number of Optional Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Optional Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Optional Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as Xxxxxxx, Xxxxx & Co. in its sole discretion shall make to eliminate any sales or purchases of fractional Securities.
Appears in 2 contracts
Samples: Underwriting Agreement (Clayton Dubilier & Rice Fund v L P), Underwriting Agreement (Graphic Packaging Holding Co)
Optional Securities. In addition, on Subject to the basis of terms and conditions and in reliance upon the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholders, Company hereby grants the Option to the extent indicated in Schedule B hereto, hereby grantUnderwriters to purchase, severally and not jointly, an option to the Underwriters, severally and not jointly, to purchase up to an additional 4,200,000 shares of Common Stock Optional Securities at the same price per share set forth in Schedule A, less an as the Underwriters shall pay for the Firm Securities and the principal amount per share equal to any dividends or distributions declared by of the Company and payable on the Initial Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities shall be made in proportion to the number of Optional Securities to be sold by each Selling Stockholderto an Underwriter shall be that principal amount which bears the same ratio to the aggregate principal amount of Optional Securities being purchased as the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto (or such number increased as set forth in Section 10). The option hereby granted Option may be exercised for 30 days after only to cover over-allotments in the date hereof and sale of the Firm Securities by the Underwriters. The Option may be exercised in whole or in part from at any time not more than 30 days subsequent to time the date of this Agreement upon notice in writing or by facsimile by the Representatives Representative to the Company and the Selling Stockholders setting forth the number amount (which shall be an integral multiple of $1,000) of Optional Securities as to which the several Underwriters are then exercising the option Option; provided that the Option may not be exercised in more than two installments without the consent of the Company. The date for payment of the purchase price for, and delivery of certificates for the Optional Securities, being herein referred to as an “Optional Delivery Date,” which may be the Closing Date (the Closing Date and the time and date of payment and delivery for such Optional Securities. Any such time and date of delivery (Delivery Date, if any, being sometimes referred to as a “Date of DeliveryDelivery Date”) ), shall be determined by the Representatives, Representative but shall not be later than seven five full business days after the exercise written notice of said option, nor in any event prior election to the Closing Timepurchase Optional Securities is given. If the option is exercised as to all or any portion Delivery of the Optional SecuritiesSecurities shall be made to the Underwriters against payment of the purchase price by the Underwriters. Payment for the Optional Securities shall be effected either by wire transfer of immediately available funds to a bank account, the account number and the ABA number for such bank to be provided by the Company to the Representative at least two business days in advance of the Optional Delivery Date, or by such other manner of payment as may be agreed in writing by the Company and the Representative. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, issue a receipt for, and make payment of the purchase price for, the Optional Securities that it has agreed to purchase. Mxxxxxx Lxxxx, individually and not as representative of the Underwriters, acting severally and may (but shall not jointly, will purchase that proportion be obligated to) make payment of the total number of purchase price for the Optional Securities then being to be purchased which by any Underwriter whose funds have not been received by the number of Initial Securities set forth in Schedule A opposite the name of Optional Delivery Date, but such payment shall not relieve such Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as Xxxxxxx, Xxxxx & Co. in from its sole discretion shall make to eliminate any sales or purchases of fractional Securitiesobligations hereunder.
Appears in 1 contract
Optional Securities. In addition, on Subject to the basis of terms and conditions and in reliance upon the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholders, Company hereby grants an option to the extent indicated in Schedule B hereto, hereby grantseveral Underwriters to purchase, severally and not jointly, an option to the Underwriters, severally and not jointly, to purchase up to an additional 4,200,000 shares of Common Stock 937,500 Optional Securities at the price Purchase Price (less the per share set forth in Schedule Aamount or value, less an amount per share equal to as applicable, of any dividends dividend or distributions other distribution declared by the Company and payable on Company, the Initial Securities but not payable on record date of which occurs during the Optional Securitiesperiod from the Closing Time through the Option Closing Time (as defined below) with respect thereto). Any such election to purchase Optional Securities shall be made in proportion to the number of Optional Securities to be sold by each Selling Stockholder. The Said option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time and from time to time on or before the 30th day after the date of the Prospectus upon notice by the Representatives Underwriters to the Company and the Selling Stockholders setting forth the number of shares of the Optional Securities as to which the several Underwriters are then exercising the option and the settlement time and date date. The number of payment and delivery for Optional Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Optional Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Initial Securities, plus any additional number of Optional SecuritiesSecurities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a an “Date of DeliveryOption Closing Time”) shall be determined by the Representativesyou, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Optional Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as Xxxxxxx, Xxxxx & Co. in its sole discretion shall make to eliminate any sales or purchases of fractional Securities.
Appears in 1 contract
Optional Securities. In addition, on Subject to the basis of terms and conditions and in reliance upon the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholders, Company hereby grants an option to the extent indicated in Schedule B hereto, hereby grantseveral Underwriters to purchase, severally and not jointly, an option to the Underwriters, severally and not jointly, to purchase up to an additional 4,200,000 shares of Common Stock 645,000 Optional Securities at the price Purchase Price (less the per share set forth in Schedule Aamount or value, less an amount per share equal to as applicable, of any dividends dividend or distributions other distribution declared by the Company and payable on Company, the Initial Securities but not payable on record date of which occurs during the Optional Securitiesperiod from the Closing Time through the Option Closing Time (as defined below) with respect thereto). Any such election to purchase Optional Securities shall be made in proportion to the number of Optional Securities to be sold by each Selling Stockholder. The Said option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time and from time to time on or before the 30th day after the date of the Prospectus upon notice by the Representatives Underwriters to the Company and the Selling Stockholders setting forth the number of shares of the Optional Securities as to which the several Underwriters are then exercising the option and the settlement time and date date. The number of payment and delivery for Optional Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Optional Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Initial Securities, plus any additional number of Optional SecuritiesSecurities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a an “Date of DeliveryOption Closing Time”) shall be determined by the Representativesyou, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Optional Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as Xxxxxxx, Xxxxx & Co. in its sole discretion shall make to eliminate any sales or purchases of fractional Securities.
Appears in 1 contract
Optional Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholders, to the extent indicated in Schedule B hereto, Company hereby grant, severally and not jointly, grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 4,200,000 7,050,000 shares of Common Stock at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities shall be made in proportion to the number of Optional Securities to be sold by each Selling Stockholder. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Securities upon notice by the Representatives to the Company and the Selling Stockholders setting forth the number of Optional Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Optional Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Optional Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as Xxxxxxx, Xxxxx Sachs & Co. in its sole discretion shall make to eliminate any sales or purchases of fractional Securities.
Appears in 1 contract
Samples: Underwriting Agreement (Graphic Packaging Holding Co)
Optional Securities. In addition, on the basis of the representations and warranties herein contained and subject The Company hereby grants to the terms and conditions herein set forthUnderwriters, the Selling Stockholders, to the extent indicated in Schedule B hereto, hereby grant, acting severally and not jointly, an option to the Underwriters, severally and not jointly, right to purchase at their election up to an additional 4,200,000 shares of Common Stock 1,173,913 Optional Securities, at the purchase price per share set forth in Schedule ASection 2(a), less provided that the purchase price per Optional Security shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities shall may be made in proportion exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Underwriting Agreement, setting forth the aggregate number of Optional Securities to be sold by each Selling Stockholder. The option hereby granted may be exercised for 30 days after purchased and the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company and the Selling Stockholders setting forth the number of on which such Optional Securities as are to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Optional Securitiesbe delivered. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeTime (as defined herein) or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. If the option is exercised as to all or any portion of the Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Optional Securities then being purchased which the number of Initial Firm Securities set forth in Schedule Exhibit A opposite the name of such Underwriter bears to the total number of Initial Firm Securities, subject, in each case, to such adjustments as Xxxxxxx, Xxxxx & Co. the Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Securities.shares
Appears in 1 contract
Optional Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholders, to the extent indicated in Schedule B hereto, Company hereby grant, severally and not jointly, grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 4,200,000 900,000 shares of Common Stock Optional Securities, solely to cover over-allotments, if any, at the price per share set forth in Schedule APurchase Price plus accrued dividends from the Closing Time or the relevant Date of Delivery, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities shall be made in proportion to the number of Optional Securities to be sold by each Selling Stockholderas applicable. The option hereby granted may be exercised for will expire 30 days after the date hereof and may be exercised in whole or in part from time to time on one or more occasions which may be made in connection with the offering and distribution of the Firm Securities upon notice by the Representatives to the Company and the Selling Stockholders setting forth the aggregate number of Optional Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Optional Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number aggregate principal amount of Optional Securities then being purchased which the number aggregate principal amount of Initial Firm Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number aggregate principal amount of Initial Securities, Firm Securities (subject, in each case, to such adjustments as Xxxxxxx, Xxxxx & Co. in its sole discretion shall make adjustment to eliminate any sales or purchases of fractional Securitiesshares as the Representatives may determine).
Appears in 1 contract
Optional Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholders, to the extent indicated in Schedule B hereto, hereby grant, severally and not jointly, an option to the Underwriters, severally and not jointly, to purchase up to an additional 4,200,000 shares of Common Stock at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Optional Securities. Any such election to purchase The U.S. Optional Securities shall be made purchased for the account of each Underwriter in the same proportion to as the number of shares of U.S. Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of U.S. Firm Securities (subject to adjustment by CSFBC to eliminate fractions). The Optional Securities to may be purchased by the Underwriters and the Managers only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold by each Selling Stockholderor delivered unless the related Firm Securities previously have been, or simultaneously are, sold and delivered. The option hereby granted right to purchase the Optional Securities or any portion thereof may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC on behalf of the Representatives Underwriters and the Managers to the Company Company. Each time for the delivery of and payment for the Selling Stockholders setting forth the number of Optional Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such U.S. Optional Securities. Any such time , being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and date of delivery (each Optional Closing Date, if any, being sometimes referred to as a “Date of Delivery”) "Closing Date"), shall be determined by the Representatives, CSFBC but shall be not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the exercise U.S. Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of said optionthe several Underwriters, nor against payment of the purchase price therefor in any event Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of CalEnergy Company, Inc., at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The certificates for the U.S. Optional Securities will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of CSFBC, at a reasonable time in advance of such Optional Closing TimeDate. If In connection with the option is exercised as shares sold in the Direct Sale, the Company will pay or cause to all or any portion be paid to the Joint Book Running Managers for the U.S. Offering underwriting discounts and commissions in an amount per Security purchased in the Direct Sale equal to 60% of the Optional Securitiesunderwriting discounts and commissions payable per Security in connection with the Securities purchased in the U.S. Offering, each or an aggregate of $1,480,000 for the Underwriters, acting severally and not jointly, will purchase that proportion of 2,000,000 Securities purchased in the total number of Optional Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as Xxxxxxx, Xxxxx & Co. in its sole discretion shall make to eliminate any sales or purchases of fractional SecuritiesDirect Sale.
Appears in 1 contract
Optional Securities. (i) In addition, on upon written notice from the basis Representatives given to the Company and the Forward Seller from time to time not more than 30 days subsequent to the date of the representations and warranties herein contained and subject to the terms and conditions herein set forthFinal Prospectus, the Selling Stockholders, to Underwriters may purchase all or less than all of the extent indicated in Schedule B hereto, hereby grant, severally and not jointly, an option to the Underwriters, severally and not jointly, to purchase up to an additional 4,200,000 shares of Common Stock Optional Securities at the price per share set forth in Schedule APurchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Optional Securities. Any Each of the Forward Seller (with respect to Borrowed Optional Securities) and the Company (with respect to Company Optional Securities and Company Top-Up Optional Securities) agrees to sell to the Underwriters the respective number of Optional Securities specified in such election notice and the Underwriters agree, severally and not jointly, to purchase from the Forward Seller (with respect to Borrowed Optional Securities) and the Company (with respect to Company Optional Securities and Company Top-Up Optional Securities) such Optional Securities. Such Borrowed Optional Securities, Company Optional Securities or Company Top-Up Optional Securities, as applicable, shall be purchased for the account of each Underwriter in the same proportion as the number of Primary Securities set forth opposite such Underwriter’s name bears to the total number of Primary Securities (subject to adjustment by the Representatives to eliminate fractions). No Optional Securities shall be made in proportion sold or delivered unless the Initial Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the number of Optional Securities to be sold by each Selling Stockholder. The option hereby granted or any portion thereof may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders setting forth Forward Seller.
(i) Within one business day after such notice is given, the Company may, in its sole discretion, execute and deliver to the Forward Purchaser a letter agreement substantially in the form attached hereto as Schedule D (each such letter agreement, an “Additional Forward Sale Agreement”) between the Company and the Forward Purchaser relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such Additional Forward Sale Agreement), of a number of shares of Common Stock equal to the aggregate number of Optional Securities as to which the several Underwriters are then exercising the option to be sold by the Forward Seller pursuant to this Agreement, on terms substantially similar to the Initial Forward Sale Agreement, mutatis mutandis, as agreed by the parties. If the Company does not timely execute and deliver such Additional Forward Sale Agreement pursuant to the above or the Forward Purchaser does not timely execute and deliver to the Company such Additional Forward Sale Agreement, such Additional Forward Sale Agreement shall not be deemed to exist for purposes of this Agreement and the time and date Company will sell a number of payment and delivery for such shares of Common Stock equal to the aggregate number of Optional Securities as to which the several Underwriters are then exercising the option. Shares of Common Stock sold by the Company pursuant to this Section 4(b) are herein referred to collectively as “Company Optional Securities. Any such .” Each time for the delivery of and date of delivery payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Date of DeliveryClosing Date”) ), shall be determined by the RepresentativesRepresentatives and the Forward Seller, as applicable, but shall be at least one business day (except in the case such time of delivery and payment would occur on the First Closing Date) and not be later than seven five full business days after written notice of election to purchase Optional Securities is given. The Company or the exercise Forward Seller, as applicable, will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of said optionthe several Underwriters or the account of the Forward Seller, nor as applicable, in any event prior a form reasonably acceptable to the Closing Time. If Representatives or the option is exercised Forward Seller, as to all or any portion applicable, against payment of the Optional Securities, each Purchase Price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the UnderwritersCompany or the Forward Seller, acting severally and not jointlyas applicable, will purchase that proportion at the above office of the total number of Optional Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as Xxxxxxx, Hunton Xxxxxxx Xxxxx & Co. in its sole discretion shall make to eliminate any sales or purchases of fractional SecuritiesLLP.
Appears in 1 contract
Optional Securities. In addition, on Subject to the basis of terms and conditions and in reliance upon the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholders, Company hereby grants an option to the extent indicated in Schedule B hereto, hereby grantseveral Underwriters to purchase, severally and not jointly, an option to the Underwriters, severally and not jointly, to purchase up to an additional 4,200,000 shares of Common Stock 1,050,000 Optional Securities at the price Purchase Price (less the per share set forth in Schedule Aamount or value, less an amount per share equal to as applicable, of any dividends dividend or distributions other distribution declared by the Company and payable on Company, the Initial Securities but not payable on record date of which occurs during the Optional Securitiesperiod from the Closing Time through the Option Closing Time (as defined below) with respect thereto). Any such election to purchase Optional Securities shall be made in proportion to the number of Optional Securities to be sold by each Selling Stockholder. The Said option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time and from time to time on or before the 30th day after the date of the Prospectus upon notice by the Representatives Underwriters to the Company and the Selling Stockholders setting forth the number of shares of the Optional Securities as to which the several Underwriters are then exercising the option and the settlement time and date date. The number of payment and delivery for Optional Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Optional Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Initial Securities, plus any additional number of Optional SecuritiesSecurities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a an “Date of DeliveryOption Closing Time”) shall be determined by the Representativesyou, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Optional Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as Xxxxxxx, Xxxxx & Co. in its sole discretion shall make to eliminate any sales or purchases of fractional Securities.
Appears in 1 contract
Optional Securities. In addition, on Upon written notice from the basis Representative given to the Company from time to time not more than 30 days subsequent to the date of the representations and warranties herein contained and Prospectus, the Underwriters may purchase all or less than all of the Optional Securities from the Company at the purchase price per Ordinary Share paid for the Firm Securities. The Company agrees to sell the Underwriters the respective number of Optional Securities specified in such notice. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter's name bears to the total number of Firm Securities (subject to adjustment by the terms Representative to eliminate fractions) and conditions herein set forthmay be purchased by the Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Selling StockholdersOptional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Prospectus, and, to the extent indicated in Schedule B heretonot previously exercised, hereby grant, severally and not jointly, an option to the Underwriters, severally and not jointly, to purchase up to an additional 4,200,000 shares of Common Stock at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities shall be made in proportion to the number of Optional Securities to be sold by each Selling Stockholder. The option hereby granted may be exercised for 30 days after the date hereof surrendered and may be exercised in whole or in part from time to terminated at any time upon notice by the Representatives Representative to the Company Sellers. Each time for the delivery of and payment for the Selling Stockholders setting forth the number of Optional Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Optional Securities. Any such time , being herein referred to as an "Optional Closing Date", which may be the Initial Closing Date, the Additional Closing Date (the Initial Closing Date, Additional Closing Date and date of delivery (any Optional Closing Date being sometimes referred to as a “Date of Delivery”) "Closing Date"), shall be determined by the Representatives, Representative but shall not be later than seven five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the exercise Optional Securities to the Representative through the facilities of said optionDTC, nor for the respective accounts of the Underwriters against payment of the purchase price in any event federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the Closing Time. If the option is exercised as to all or any portion office of the Optional SecuritiesXxxxxxx Xxxxxxx & Xxxxxxxx LLP, each of the Underwriters000 Xxxxxxxxx Xxxxxx, acting severally and not jointlyXxx Xxxx, will purchase that proportion of the total number of Optional Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, Xxx Xxxx 00000 at least 24 hours prior to such adjustments as Xxxxxxx, Xxxxx & Co. in its sole discretion shall make to eliminate any sales or purchases of fractional SecuritiesOptional Closing Date.
Appears in 1 contract
Samples: Underwriting Agreement (Aspen Insurance Holdings LTD)
Optional Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholders, to the extent indicated in Schedule B hereto, hereby grant, severally and not jointly, an option to the Underwriters, severally and not jointly, to purchase up to an additional 4,200,000 2,775,000 shares of Common Stock at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities shall be made in proportion to the number of Optional Securities to be sold by each Selling Stockholder. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Securities upon notice by the Representatives to the Company and the Selling Stockholders setting forth the number of Optional Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Optional Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Optional Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as Xxxxxxx, Xxxxx & Co. in its sole discretion shall make to eliminate any sales or purchases of fractional Securities.
Appears in 1 contract
Samples: Underwriting Agreement (Clayton Dubilier & Rice Fund v L P)
Optional Securities. In addition, on the basis of the representations and warranties herein contained and subject The U.S. Optional Securities to the terms and conditions herein set forth, the Selling Stockholders, to the extent indicated in Schedule B hereto, hereby grant, severally and not jointly, an option to the Underwriters, severally and not jointly, to purchase up to an additional 4,200,000 shares of Common Stock at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared be purchased by the Company and payable Underwriters on any Optional Closing Date shall be in the Initial Securities but not payable on same proportion to all the Optional Securities to be purchased by the Underwriters and the Managers on such Optional Closing Date as the U.S. Firm Securities bear to all the Firm Securities. Any such election to purchase Such U.S. Optional Securities shall be made purchased from the Company for the account of each Underwriter in the same proportion to as the number of Optional Securities to be sold by each Selling Stockholder. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company and the Selling Stockholders setting forth the number of Optional Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Optional Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Optional Securities then being purchased which the number of Initial U.S. Firm Securities set forth in Schedule A opposite the such Underwriter's name of such Underwriter bears to the total number of Initial U.S. Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the U.S. Firm Securities. No Optional Securities shall be sold or delivered unless the U.S. Firm Securities and the International Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC on behalf of Underwriters and the Managers to the Company. Each time for the delivery of and payment for the U.S. Optional Securities, subjectbeing herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the U.S. Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of CSFBC, at the office of Xxxxxxxx & Xxxxxxxx. The certificates for the U.S. Optional Securities being purchased on each Optional Closing Date will be in definitive form, in each case, such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such adjustments as Xxxxxxx, Xxxxx & Co. Optional Closing Date and will be made available for checking and packaging at the office of CSFBC at a reasonable time in its sole discretion shall make to eliminate any sales or purchases advance of fractional Securitiessuch Optional Closing Date.
Appears in 1 contract
