Over Allotment Option. (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 “Over-Allotment 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”) 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 Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 3 contracts
Samples: Underwriting Agreement (Hancock Jaffe Laboratories, Inc.), Underwriting Agreement (Achieve Life Sciences, Inc.), Underwriting Agreement (Achieve Life Sciences, Inc.)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ [_____] Units (the “Option Units”), consisting of [_____] shares of Common Stock (the “Option Shares”) and ), Series A Warrants to purchase up to [ [____] shares of Common Stock and Series B Warrants to purchase up to [____] shares of Common Stock (collectively, the “Option Warrants” and, collectively together with the Option Units and the Option Shares, the “Option Securities”) 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 Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing DateDate (as defined below), the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC Xxxx 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 3 contracts
Samples: Underwriting Agreement (SeqLL, Inc.), Underwriting Agreement (SeqLL, Inc.), Underwriting Agreement (SeqLL, Inc.)
Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, warranties and covenants herein and subject to the Representative conditions herein,
(i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ [●] additional shares of Common Stock and/or Pre-funded Warrants to purchase shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares”” or “Option Pre-funded Warrants,” as applicable) and up to [●] additional Warrants to purchase up to [ an aggregate of an additional [●] shares of Common Stock Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants” and”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $[●] per Option Warrant. The Over-allotment Option is, collectively with at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are referred to collectively as the “Securities”, and the Securities and the shares of Common Stock issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”) which may are referred to collectively as the “Public Securities”. The Public Securities shall be purchased issued directly by the Company and shall have the rights and privileges described in any combination the Registration Statement, the Pricing Disclosure Package and the Prospectus. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit [●]. The offering and sale of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectivelyPublic Securities is herein referred to as the “Offering.”
(bii) In connection with Upon an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchaseissue and sell the Option Securities to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the number forty-fifth (45th) day following the date of Option Shares and/or Option Warrants specified in such noticethe Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Representative Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Securities;
(C) the names and denominations in which the Option Securities are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by written notice wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of Xxxxxxx & Xxxxxxx, P.C. at 5:00 p.m. Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for the respective accounts of the Underwriter of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of shares of Common Stock equal to 4.0% of the aggregate number of Closing Shares sold in the Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Share in the Offering. The Underwriter’s Warrant and the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Securities during the 180-day period after the commencement of sales of the Closing Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the public offering to anyone other than (A) an underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.
Appears in 3 contracts
Samples: Underwriting Agreement (Infinite Group Inc), Underwriting Agreement (Infinite Group Inc), Underwriting Agreement (Infinite Group Inc)
Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, warranties and covenants herein and subject to the Representative conditions herein,
(i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ [●] shares additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of Common Stock the Closing Units sold in the offering from the Company (the “Option Shares”” or “Option Pre-funded Warrants,” as applicable) and and/or up to [●] additional Warrants to purchase up to [ an aggregate of an additional [●] shares Ordinary Shares, representing 15.0% of Common Stock the Closing Units sold in the offering from the Company (the “Option Warrants” and”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, collectively with at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) which may evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be purchased in any combination the form attached hereto as Exhibit F. The offering and sale of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectivelyPublic Securities is herein referred to as the “Offering”.
(bii) In connection with upon an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchaseissue and sell the Option Securities to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the number forty-fifth (45th) day following the date of Option Shares and/or Option Warrants specified in such noticethe Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Representative Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Securities;
(C) the names and denominations in which the Option Securities are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by written notice wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of Xxxxxxx & Xxxxxxx, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.
Appears in 3 contracts
Samples: Underwriting Agreement (Jeffs' Brands LTD), Underwriting Agreement (Jeffs' Brands LTD), Underwriting Agreement (Jeffs' Brands LTD)
Over Allotment Option. (a) For In the purposes of covering event that any over-allotments in connection with allotment option granted to the distribution and sale underwriters of the Closing SecuritiesIPO pursuant to the Underwriting Agreement is exercised in whole or in part, Premier shall have the Representative is hereby granted option to require Premier LP to issue, sell and transfer additional Class A Common Units (the “Additional Class A Common Units”) to Premier in an amount equal to the number of shares of Premier’s Class A common stock being purchased by the underwriters through the exercise of such over-allotment option (the “Over-Allotment Call Option”) ). Premier may exercise the Over-Allotment Call Option on or after the Effective Date, by delivering written notice of its exercise to purchasePremier LP (an “Over-Allotment Call Option Notice”). The obligations of Premier LP to transfer Additional Class A Common Units to Premier pursuant to the Over-Allotment Call Option shall not be subject to any conditions. If not previously exercised, in the aggregateOver-Allotment Call Option with respect to any Additional Class A Common Units will expire on the earlier of March 31, up 2014 or the time and date upon which the underwriters’ over-allotment option expires. The purchase price for each Additional Class A Common Unit shall be equal to [ ] shares the IPO Price. The closing of each Over-Allotment Call Option and the transfer of the Additional Class A Common Stock Units from Premier LP to Premier (the each, an “Option SharesOver-Allotment Closing”) and Warrants to purchase up to [ ] shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) which may be purchased in any combination of Option Shares and/or Option Warrants shall take place at the Share Purchase Price and/or Warrant Purchase Price, respectively.
(b) In connection with an exercise offices of XxXxxxxxx on or after the Effective Date promptly after receipt of the Over-Allotment OptionCall Option Notice, (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 or at such other time 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 place as may be exercised agreed upon 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 DatePremier and Premier LP. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of At the Over-Allotment Option Closing, Premier shall deliver to Premier LP, by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving wire transfer of oral notice immediately available funds to the Company from the Representative, which must be confirmed a bank account designated in writing by overnight mail or facsimile or other electronic transmission setting forth Premier LP, an amount equal to the number of Option Shares and/or Option Warrants to be Additional Class A Common Units being 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 multiplied by the Company and the Representative, at the offices of PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the CompanyIPO Price.
Appears in 3 contracts
Samples: Unit Put/Call Agreement (Premier, Inc.), Unit Put/Call Agreement (Premier, Inc.), Unit Put/Call Agreement (Premier, Inc.)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [ ] 225,000 shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the Offering (the “Option Shares”), and/or 225,000 Warrants, representing fifteen percent (15%) and of the Closing Warrants to purchase up to [ ] shares sold as part of Common Stock the Closing Units sold in the Offering (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) ), 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. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, the Warrant Agent Agreement.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased purchased, and (b) the purchase price to be paid for the any 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 Over-Allotment 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 Shares, and/or Option Warrants in any combination thereof within forty-five (45) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 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 the earlier of (i) 45 days after the Execution Date and (ii) 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 PC Lucosky Bxxxxxxx LLP 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 3 contracts
Samples: Underwriting Agreement (Worksport LTD), Underwriting Agreement (Worksport LTD), Underwriting Agreement (Worksport LTD)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] _____ shares of Common Stock (the “Option Shares”) and Series A Warrants to purchase up to [ ] ____ shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment 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 Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 3 contracts
Samples: Underwriting Agreement (Kempharm, Inc), Underwriting Agreement (Kempharm, Inc), Underwriting Agreement (Kempharm, Inc)
Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Representative is hereby granted an option Option Shares from the Company (the “Over-Allotment Option”) to purchase), in each case, at a price per share equal to the aggregate, up Purchase Price less an amount per share equal to [ ] shares of Common Stock any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Shares”) and Warrants to purchase up to [ ] shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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.”);
(bii) In connection with upon an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchase, issue and sell the number of Option Shares and/or to the several Underwriters;
(iii) the parties agree that the Underwriters may only exercise the Over-Allotment Option Warrants specified for the purpose of covering over-allotments made in such noticeconnection with the offering of the Firm Shares.
(iv) The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth day after Closing Date, by written notice from the Representatives to the Company (the “Over-Allotment Exercise Notice”). The Representative Underwriters must give the Over-Allotment Exercise Notice to the Company at least one business days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Representatives may cancel any exercise of the Over-Allotment Option at any time prior to the expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(v) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the Over-Allotment Option Purchase Price;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day after the date of the Over-Allotment Exercise Notice.
(vi) Payment for the Option Shares (the “Option Shares Payment”) shall be made by written notice wire transfer in immediately available funds to the accounts specified by the Company to the Representatives at the office of VCL Law LLP at 10:00 a.m., Eastern Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, as the Representatives and the Company may agree upon in writing (an “Additional Closing Date”). The Option Shares Payment shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Option Shares to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Shares duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Representatives shall otherwise instruct.
Appears in 3 contracts
Samples: Underwriting Agreement (HiTek Global Inc.), Underwriting Agreement (HiTek Global Inc.), Underwriting Agreement (HiTek Global Inc.)
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) For the purposes of covering any over-allotments subscriptions in connection with the distribution and sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment 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”) 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.Placing; and/or
(b) In covering over-allocations which may be made in connection with an the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-Allotment allotment Option, (a) the purchase price Placing Agent shall be obliged to be paid for the procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares is equal specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the product Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option granted pursuant to this Section 2.2 Shares and such out-of-pocket and other expenses as may be exercised reasonably incurred 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 Placing Agent in relation to the exercise of the Over-Allotment Option allotment Option. Such amounts may be deducted by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company Placing Agent 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 PC 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 Over-Allotment Option, the Company will become obligated Placing Proceeds prior to convey payment to the Underwriters, and, Company.
12.4 On and subject to the terms and conditions set forth hereinof this Agreement, the Underwriters Company hereby undertakes that it will become obligated after receipt of the notice referred to purchase, in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares and/or Option Warrants specified as set out in the notice to such person(s) as the Placing Agent may request in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 3 contracts
Samples: Placing and Underwriting Agreement, Placing and Underwriting Agreement (Yanzhou Coal Mining Co LTD), Placing and Underwriting Agreement (Yanzhou Coal Mining Co LTD)
Over Allotment Option. (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 “Over-Allotment 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 together with the Option Shares, the “Option Securities”) 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 Over-Allotment 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 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 Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. On each Option Closing Date, if any, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of EGS or such other location as the Company and Representative shall mutually agree.
Appears in 3 contracts
Samples: Underwriting Agreement (Nuwellis, Inc.), Underwriting Agreement (Nuwellis, Inc.), Underwriting Agreement (Nuwellis, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative is Representatives are hereby granted an option (the “Over-Allotment 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”) 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 Over-Allotment Option, (a) the purchase price to be paid for the any 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 any 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 Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) 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 Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, 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 the earlier of (i) 45 days after the Execution Date and (ii) 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Adial Pharmaceuticals, Inc.), Underwriting Agreement (Adial Pharmaceuticals, Inc.)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [ [___] shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the Offering (the “Option Shares”) and ), and/or Warrants to purchase up to [ [___] shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the Offering (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) ), 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. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in the Warrant Agent Agreement. 1 The underwriting discount will be 8.0% for any securities purchased by investors in this Offering, provided that the underwriting discount shall be reduced to 5.0% for any securities purchased in this Offering by the Company’s directors or their affiliates.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the any 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 any 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 Over-Allotment 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 Shares and/or Option Warrants in any combination thereof within forty-five (45) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 the earlier of (i) 45 days after the Execution Date and (ii) 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 PC Gracin & Mxxxxx, LLP 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (VerifyMe, Inc.), Underwriting Agreement (VerifyMe, Inc.)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] shares of Common Stock (the “Option Shares”) and ), Series 1 Warrants to purchase up to [ ] shares of Common Stock (the “Series 1 Option Warrants”), and Series 2 Warrants to purchase up to [ ] shares of Common Stock (the “Series 2 Option Warrants” and collectively with the Series 1 Option Warrants, the “Option Warrants” and, collectively together with the Option Shares, the “Option Securities”) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Series 1 Warrant Purchase Price and Series 2 Warrant Purchase Price, respectively.
(b) In connection with an exercise of the Over-Allotment 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 purchased, (b) the purchase price to be paid for the Series 1 Option Warrants is equal to the product of the Series 1 Warrant Purchase Price multiplied by the number of Series 1 Option Warrants to be purchased and (c) the purchase price to be paid for the Series 2 Option Warrants is equal to the product of the Series 2 Warrant Purchase Price multiplied by the number of Series 2 Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC SMRH 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 Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. On each Option Closing Date, if any, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of SMRH or such other location as the Company and Representative shall mutually agree.
Appears in 2 contracts
Samples: Underwriting Agreement (Jaguar Health, Inc.), Underwriting Agreement (Jaguar Health, Inc.)
Over Allotment Option. (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 “"Over-Allotment Option”") to purchase, in the aggregate, up to [ ] ____ shares of Common Stock (the “"Option Shares”) and "), Series A Warrants to purchase up to [ ] ____ shares of Common Stock (the “"Series A Option Warrants” "), and Series B ____ Warrants to purchase up to ____ shares of Common Stock (the "Series B Option Warrants", the Series A Option Warrants and the Series B Option Warrants, together the "Option Warrants" and, collectively with the Option Shares, the “"Option Securities”") which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or the Series A Warrant Purchase Price and/or the Series B Warrant Purchase Price, respectively.
(b) In connection with an exercise of the Over-Allotment 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 Series A Option Warrants and Series B Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “"Option Closing Purchase Price”").
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Yield10 Bioscience, Inc.), Underwriting Agreement (Yield10 Bioscience, Inc.)
Over Allotment Option. (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 “Over-Allotment 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”) 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 Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 three (23) 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (RXi Pharmaceuticals Corp), Underwriting Agreement (RXi Pharmaceuticals Corp)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ [*] additional shares of Common Stock to purchase shares of Common Stock and/or Pre-funded Warrants, representing 15% of the Closing Shares and Closing Pre-funded Warrants sold in the offering from the Company (the “Option Shares”” or “Option Pre-funded Warrants,” as applicable) and and/or up to [*] additional Warrants to purchase up to [ an aggregate of an additional [*] shares of Common Stock Stock, representing 15% of the Closing Warrants sold in the offering from the Company (the “Option Warrants” and”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Share set forth in Section 2.1(b) hereof, collectively with and the purchase price to be paid per Option Warrant shall be equal to the price per Closing Warrant set forth in Section 2.1(b) hereof. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares, Option Pre-funded Warrants, and Option Warrants together, solely Option Shares, solely Option Pre-Funded Warrant, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”) which may ). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the shares of Common Stock issuable upon exercise of the Warrants and Pre-Funded Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be purchased issued directly by the Company and shall have the rights and privileges described in any combination of the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants, the Closing Pre-funded Warrants, the Option Shares and/or Pre-funded Warrants, and the Option Warrants at shall be issued pursuant to, and shall have the Share Purchase Price and/or rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and Equiniti Trust Company as warrant agent. The certificate (the “Pre-funded Warrant Purchase PriceCertificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, respectivelyif any, will be in the form attached hereto as Exhibit B. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment allotment Option granted pursuant to this Section 2.2 2.2(a) hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) 45 days after the Execution Effective Date. An The Underwriter will shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representativeallotment Option. The Over-Allotment allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or mail, email, facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants Securities to be purchased and the date and time for delivery of and payment for the Option Securities (each, an the “Option Closing Date”), which will shall not be later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of PC Underwriter Counsel or at such other place (including remotely by facsimile facsimile, email or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities does not occur on the Closing Date, each the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, allotment Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriter the number of Option Shares and/or Option Warrants Securities specified in such noticenotice and (ii) the Underwriter shall purchase the total number of Option Securities then being purchased.
(c) Payment for the Option Securities shall be made on the Option Closing Date by wire transfer in federal (same day) funds, payable to the order of the Company upon delivery to the Underwriter of certificates (in form and substance satisfactory to the Underwriter) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriter. The Representative applicable number of Option Securities shall be registered in such name or names and in such authorized denominations as the Underwriter may cancel the Over-Allotment Option at any time request in writing prior to the expiration Option Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Underwriter for applicable Option Securities. An Option Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of the Over-Allotment Closing Units and the applicable Option by written notice to the CompanySecurities.
Appears in 2 contracts
Samples: Underwriting Agreement (Sunshine Biopharma, Inc), Underwriting Agreement (Sunshine Biopharma, Inc)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [ [___] shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the Offering (the “Option Shares”) and and/or Pre-Funded Warrants to purchase up to [ [__] shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Pre-Funded Warrants (“Option Pre-Funded Warrants”), and/or Warrants to purchase up to [___] shares of Common Stock, representing fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the Offering (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) ), which may be purchased in any combination of Option Shares Shares, Option Pre-Funded Warrants and/or Option Warrants at the Share Purchase Price, Pre-Funded Warrant Purchase Price and/or Warrant Purchase Price, respectively. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, the Warrant Agent Agreement.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and purchased, (b) the purchase price to be paid for any Option Pre-Funded Warrants is equal to the product of the Pre-Funded Warrant Purchase Price multiplied by the number of Option Pre-Funded Warrants to be purchased, and (c) the purchase price to be paid for any 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 Over-Allotment 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 Shares, Option Pre-Funded Warrants and/or Option Warrants in any combination thereof within forty-five (45) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 Shares, Option Pre-Funded Warrants 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 the earlier of (i) 45 days after the Execution Date and (ii) 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 PC Lucosky Bxxxxxxx LLP 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Shares, Option Pre-Funded Warrants and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (GeoVax Labs, Inc.), Underwriting Agreement (GeoVax Labs, Inc.)
Over Allotment Option. (ai) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ [___] shares of Common Stock (the “Option Shares”) representing 15% of the Closing Shares and Pre-Funded Warrant Shares and Traditional Warrants to purchase up to [ [___] shares of Common Stock representing 15% of the Traditional Warrant Shares (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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.
(bii) In connection with an exercise of the Over-Allotment Option, (aA) the purchase price to be paid for the any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (bB) the purchase price to be paid for the any 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”).
(ciii) The Over-Allotment Option granted pursuant to this Section 2.2 1(e)(iii) may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) 45 days after the date of execution of this Agreement (the “Execution Date”). An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, 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 the earlier of (i) 45 days after the Execution Date and (ii) 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 RepresentativeRepresentatives, at the offices of PC Gracin & Mxxxxx, LLP, located at 400 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place location (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Guardion Health Sciences, Inc.), Underwriting Agreement (Guardion Health Sciences, Inc.)
Over Allotment Option. (a) For Solely for the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative is Underwriters are hereby granted an option (the “Over-Allotment 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”) 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 Over-Allotment 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 (the sum of (a) and (b) constituting the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing no later than the next Business Day 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 earlier than two three (23) 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 PC 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 Over-Allotment Option, subject to the terms and conditions set forth herein, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel any remaining portion of the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Ceres, Inc.), Underwriting Agreement (Ceres, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Option Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [ ] shares Ordinary Shares, representing fifteen percent (15%) of Common Stock the Firm Shares sold as part of the Firm Units sold in the Offering (the “Option Shares”) and ), and/or Warrants to purchase up to [ ] shares Shares, representing fifteen percent (15%) of Common Stock the Firm Warrants sold as part of the Firm Units sold in the Offering (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) ), 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.. The Firm Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in the Warrant Agency Agreement
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the any 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 any 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 Over-Allotment 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 Shares and/or Option Warrants in any combination thereof within forty-five (45) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 the earlier of (i) 45 days after the Execution Date and (ii) 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 PC Blank Rome LLP 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Innovation Beverage Group LTD), Underwriting Agreement (Innovation Beverage Group LTD)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [ [●] shares of Common Stock (the “Option Shares”) and ), and/or Warrants to purchase up to [ [●] shares of Common Stock (the “Option Warrants” and, collectively with the Option SharesShares and Option Warrants, the “Option Securities”), representing fifteen percent (15%) of the Closing Units, which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or the Warrant Purchase Price, respectively. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in the Warrant Agency Agreement.
(b) In connection with an exercise of the Over-Allotment Option, (ai) the purchase price to be paid for the any Option Shares is shall be equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (bii) the purchase price to be paid for the any Option Warrants is shall be 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 Over-Allotment 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 Shares and/or Option Warrants in any combination thereof 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 Over-Allotment Option by the Representative. The Over-Allotment 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 the earlier of (i) forty-five (45) days after the Execution Date and (ii) 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 PC Xxxxxxxx & Worcester LLP 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Med-X, Inc.), Underwriting Agreement (Flewber Global Inc.)
Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, warranties and covenants herein and subject to the Representative conditions herein,
(i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ [●] shares additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of Common Stock the Closing Units sold in the offering from the Company (the “Option Shares”” or “Option Pre-funded Warrants,” as applicable) and and/or up to [●] additional Warrants to purchase up to [ an aggregate of an additional [●] shares Ordinary Shares, representing 15.0% of Common Stock the Closing Units sold in the offering from the Company (the “Option Warrants” and”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, collectively with at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in a warrant agent agreement dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) which may evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be purchased in any combination the form attached hereto as Exhibit F. The offering and sale of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectivelyPublic Securities is herein referred to as the “Offering”.
(bii) In connection with upon an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchaseissue and sell the Option Securities to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the number forty-fifth (45th) day following the date of Option Shares and/or Option Warrants specified in such noticethe Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Representative Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Securities;
(C) the names and denominations in which the Option Securities are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by written notice wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of Xxxxxxx & Xxxxxxx, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 10.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.
Appears in 2 contracts
Samples: Underwriting Agreement (ParaZero Technologies Ltd.), Underwriting Agreement (ParaZero Technologies Ltd.)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] shares of Common Stock (the “Option Shares”) and Series A Warrants to purchase up to [ ] shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement, Underwriting Agreement (Invivo Therapeutics Holdings Corp.)
Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, warranties and covenants herein and subject to the Representative conditions herein,
(i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ [●] shares additional Common Shares and/or Pre-funded Warrants to purchase Common Shares, representing 15.0% of Common Stock the Closing Units sold in the offering from the Company (the “Option Shares”” or “Option Pre-funded Warrants,” as applicable) and and/or up to [●] additional Warrants to purchase up to [ an aggregate of an additional [●] shares Common Shares, representing 15.0% of Common Stock the Closing Units sold in the offering from the Company (the “Option Warrants” and”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.001 per Option Warrant. The Over-allotment Option is, collectively with at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Common Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) which may evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be purchased in any combination the form attached hereto as Exhibit [●]. The offering and sale of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectivelyPublic Securities is herein referred to as the “Offering”.
(bii) In connection with upon an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchaseissue and sell the Option Securities to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the number forty-fifth (45th) day following the date of Option Shares and/or Option Warrants specified in such noticethe Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Representative Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Securities;
(C) the names and denominations in which the Option Securities are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by written notice wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of Kxxxxxx & Cxxxxxx, P.C. at [5:00] [p.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Common Shares equal to 5.0% of the aggregate number of shares of the Company’s common stock sold in the Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Firm Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Common Share in the Offering. The Underwriter’s Warrant and the Common Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Common Shares during the 180-day period after the commencement of sales of the Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the public offering to anyone other than (A) an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter or of any the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.
Appears in 2 contracts
Samples: Underwriting Agreement (Sharps Technology Inc.), Underwriting Agreement (Sharps Technology Inc.)
Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, warranties and covenants herein and subject to the Representative conditions herein,
(i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ [●] additional shares of Common Stock and/or Pre-funded Warrants to purchase shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares”” or “Option Pre-funded Warrants,” as applicable) and and/or up to [●]Warrants to purchase up to [ an aggregate of an additional [●] shares of Common Stock Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants” and”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit set forth in Section 3(a) hereof (less $0.001 allocated to each Warrant) and the purchase price to be paid per Option Warrant shall be equal to $0.001 per Option Warrant. The Over-allotment Option is, collectively with at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and Endeavor Trust Corporation as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and Endeavor Trust Corporation as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) which may evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be purchased in any combination the form attached hereto as Exhibit F. The offering and sale of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectivelyPublic Securities is herein referred to as the “Offering”.
(bii) In connection with upon an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchaseissue and sell the Option Securities to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the number forty-fifth (45th) day following the date of Option Shares and/or Option Warrants specified in such noticethe Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Representative Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Securities;
(C) the names and denominations in which the Option Securities are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by written notice wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of Kxxxxxx & Cxxxxxx, P.C. at [●] a.m. ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth Business Day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for the respective accounts of the Underwriter of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of the Company’s shares of Common Stock equal to 5.0% of the aggregate number of shares of Common Stock sold in the Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months after the commencement of the sale of the Offering and ending on the fifth anniversary of the commencement of the sale of the Offering, at a price per share equal to 125.0% of the offering price per share of the shares of Common Stock at the Offering. The Underwriter’s Warrant and the shares issuable upon exercise thereof are hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares during the 180-day period after the commencement of sales of the Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the Firm Shares in the Offering to anyone other than (A) an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.
Appears in 2 contracts
Samples: Underwriting Agreement (Bruush Oral Care Inc.), Underwriting Agreement (Bruush Oral Care Inc.)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [ ] ______ shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the Offering (the “Option Shares”) and ), and/or Warrants to purchase up to [ ] ______ shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the Offering (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) ), 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. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in the Warrant Agent Agreement.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the any 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 any 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 Over-Allotment 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 Shares and/or Option Warrants in any combination thereof within forty-five (45) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 the earlier of (i) 45 days after the Execution Date and (ii) 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 PC Lxxxxxx Krooks LLP 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (SIMPLICITY ESPORTS & GAMING Co), Underwriting Agreement (SIMPLICITY ESPORTS & GAMING Co)
Over Allotment Option. (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 “Over-Allotment 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”) 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 Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 three (23) 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (AMEDICA Corp), Underwriting Agreement (AMEDICA Corp)
Over Allotment Option. (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 “Over-Allotment Option”) 2 to purchase, in the aggregate, up to [ [______] shares of Common Stock or Preferred Stock (the “Option Shares”), Series A Warrants to purchase up to [______] shares of Common Stock (the “Series A Option SharesWarrants”) ), and Series B Warrants to purchase up to [ [_______] shares of Common Stock (the “Series B Option Warrants” and together with the Series A Option Warrants, the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral written 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 PC Xxxxxx Xxxxxx 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Over- Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Smart for Life, Inc.), Underwriting Agreement (Smart for Life, Inc.)
Over Allotment Option. (a) For The Corporation hereby grants to the purposes Agents, for the purpose of covering any over-allotments allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Additional Units or Additional Debentures and/or Additional Warrants. The Over-Allotment Option is exercisable in connection with whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the distribution and 30th day following the Closing Date. For greater certainty, the Agents will be paid the Agency Fee in respect of the sale of any Additional Units or Additional Debentures and/or Additional Warrants pursuant to the Closing Securitiesexercise of the Over-Allotment Option. MRCC, on behalf of the Representative is hereby granted an option Agents, may exercise the Over-Allotment Option from time to time, in whole or in part, during the period thereof by delivering written notice to the Corporation (the “Over-Allotment OptionNotice”) specifying the number of Additional Units or Additional Debentures and/or Additional Warrants which the Agents wish to purchase, in . If the aggregate, up to [ ] shares of Common Stock (Agents exercise the “Option Shares”) and Warrants to purchase up to [ ] shares of Common Stock (the “Option Warrants” and, collectively with the Option SharesOver-Allotment Option, the “Option Securities”) which may be purchased in Agents will, on the date of Closing of 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 Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 be a date that is not be later less than two (2) full three Business Days and not more than five Business Days after the date of the notice Over- Allotment Notice (such day to be specified by the Agents in their sole discretion), pay to the Corporation the aggregate purchase price for the Additional Units or Additional Debentures and/or Additional Warrants sold, less an amount equal to the Agency Fee payable in respect of the sale of the Additional Units or Additional Debentures and/or Additional Warrants, by wire transfer, certified cheque or bank draft in Canadian currency against delivery of one or more certificates in definitive form representing the Additional Units or Additional Debentures and/or Additional Warrants sold, registered in the name of CDS or in such other time name as shall the Agents may direct for deposit into the electronic book based system for clearing, depository and entitlement services operated by CDS. Notwithstanding the foregoing, if the Corporation determines to issue any of the Additional Units or Additional Debentures and/or Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Corporation delivering one or more definitive certificates representing the Additional Debentures, the Agents will provide a direction to CDS with respect to the crediting of the Additional Units or Additional Debentures and/or Additional Warrants to the accounts of participants of CDS as will be agreed upon designated by the Company Agents in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 11 relating to closing deliveries unless otherwise agreed to by the Agents and the Representative, at Corporation) will apply mutatis mutandis to the offices issuance of PC any Additional Units 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 Additional Debentures and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option.
(b) In the event that the Corporation will subdivide, consolidate, reclassify or otherwise change its shares during the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified period in such notice. The Representative may cancel which the Over-Allotment Option at any time prior is exercisable, appropriate adjustments will be made to the expiration exercise price and to the number of Additional Securities issuable on exercise thereof such that the Agents are entitled to arrange for the sale of the same number and type of securities that the Agents would have otherwise arranged for had they exercised such Over-Allotment Option by written notice immediately prior to the Companysuch subdivision, consolidation, reclassification or change.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] _____1 shares of Common Stock (the “Option Shares”) and and/or Warrants to purchase up to [ ] _____2 shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment 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 Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Aclarion, Inc.), Underwriting Agreement (Aclarion, Inc.)
Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, warranties and covenants herein and subject to the Representative conditions herein,
(i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ [●] shares additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of Common Stock the Closing Units sold in the offering from the Company (the “Option Shares”” or “Option Pre-funded Warrants,” as applicable) and and/or up to [●] additional Warrants to purchase up to [ an aggregate of an additional [●] shares Ordinary Shares, representing 15.0% of Common Stock the Closing Units sold in the offering from the Company (the “Option Warrants” and”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, collectively with at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in a warrant agent agreement dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) which may evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be purchased in any combination the form attached hereto as Exhibit F. The offering and sale of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectivelyPublic Securities is herein referred to as the “Offering”.
(bii) In connection with upon an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchaseissue and sell the Option Securities to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the number forty-fifth (45th) day following the date of Option Shares and/or Option Warrants specified in such noticethe Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Representative Underwriter must give the Over-Allotment Exercise Notice to the Company at least two (2) Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Securities;
(C) the names and denominations in which the Option Securities are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by written notice wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of Xxxxxxx & Xxxxxxx, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.
Appears in 2 contracts
Samples: Underwriting Agreement (ParaZero Technologies Ltd.), Underwriting Agreement (ParaZero Technologies Ltd.)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] _____ Units (the “Option Units”) and/or _______shares of Common Stock (the “Option Shares”) and and/or ________ Warrants to purchase up to [ ] ____ shares of Common Stock (the “Option Warrants” and, collectively with the Option Units and the Option Shares, the “Option Securities”) Securities”)[1] which may be purchased in any combination of Option Units and/or Option Shares and/or Option Warrants at the Purchase Price, Share Purchase Price and/or Warrant Purchase Price, respectively.
(b) In connection with an exercise of the Over-Allotment Option, (ai) the purchase price to be paid for the Option Units is equal to the product of the Purchase Price multiplied by the number of Option Units to be purchased, (ii) 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be ____________________ [1] 15% of the Closing Units. confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units and/or 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units and/or Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement, Underwriting Agreement (Envision Solar International, Inc.)
Over Allotment Option. (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 “Over-Allotment 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 together with the Option Shares, the “Option Securities”) 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 Over-Allotment 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 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 Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Salarius Pharmaceuticals, Inc.), Underwriting Agreement (Salarius Pharmaceuticals, Inc.)
Over Allotment Option. (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 “Over-Allotment 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”) 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 Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 2 contracts
Samples: Underwriting Agreement (Viveve Medical, Inc.), Underwriting Agreement (Achieve Life Sciences, Inc.)
Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, warranties and covenants herein and subject to the conditions herein, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] 10,714,285 additional shares of Common Stock Stock, representing 15.0% of the Closing Shares and Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and and/or up to 1,071,429 Series A Warrants to purchase up to [ ] an aggregate of an additional 1,071,429 shares of Common Stock Stock, representing 15.0% of the Closing Series A Warrants sold in the offering from the Company; and/or 2,142,857 Series B Warrants to purchase an aggregate of an additional 2,142,857 shares of Common Stock, representing 15.0% of the Closing Series B Warrants sold in the offering from the Company (the “Option Warrants” and”). The purchase price to be paid per Option Share shall be equal to the purchase price per Closing Unit set forth in Section 4.1 hereof (less $0.01 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, collectively with at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, solely Option Shares, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”) which may ). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of Common Stock issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be purchased issued directly by the Company and shall have the rights and privileges described in any combination the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Option Shares and/or Option Warrant, and the Closing Pre-funded Warrants at shall be issued pursuant to, and shall have the Share Purchase Price and/or Warrant Purchase Pricerights and privileges set forth in, respectivelythe form of Pre-funded Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. upon an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchase, issue and sell the number of Option Shares and/or Option Warrants specified in such noticeSecurities to the Underwriter;
4.2.3. The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) day following the date of the Over-Allotment Option Final Prospectus, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative is Representatives are hereby granted an option (the “Over-Allotment 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”) 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 Over-Allotment 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 Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) 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 Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, 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 RepresentativeRepresentatives, at the offices of PC EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Drone Aviation Holding Corp.)
Over Allotment Option. (a) For Solely for the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative is Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] 2,512,500 shares of Common Stock (the “Option Shares”) and Warrants to purchase up to [ ] 2,512,500 shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment 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 (the sum of (a) and (b) constituting the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing no later than the next Business Day 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 earlier than two three (23) 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 PC 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 Over-Allotment Option, subject to the terms and conditions set forth herein, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel any remaining portion of the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Ceres, Inc.)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] 1,320,000 shares of Common Stock (the “Option Shares”) and Series A Warrants to purchase up to [ ] 1,320,000 shares of Common Stock (the “Series A Option Warrants” and, collectively with the Option Shares, or the “Option SecuritiesWarrants”) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or the Series A Warrant Purchase Price, respectivelyas applicable. The Option Warrants and Option Shares together are referred to herein as “Option Securities”.
(b) In connection with an exercise of the Over-Allotment 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 purchased, and (b) the purchase price to be paid for the Series A Option Warrants is equal to the product of the Series A Warrant Purchase Price multiplied by the number of Series A Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC Xxxxx 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 Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. On each Option Closing Date, if any, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of Xxxxx or such other location as the Company and Representative shall mutually agree.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] __________ shares of Common Stock (the “Option Shares”) and Common Warrants to purchase up to [ ] __________ shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment 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 Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, warranties and covenants herein and subject to the conditions herein, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] 1,050,000 additional shares of Common Stock Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the Offering from the Company (the “Option Shares”) and and/or up to 1,050,000 Series A Warrants to purchase up to [ ] an aggregate of an additional 1,050,000 shares of Common Stock Stock, representing 15.0% of the Closing Units sold in the Offering from the Company; and 1,050,000 Series B Warrants to purchase an aggregate of an additional 1,050,000 shares of Common Stock, representing 15.0% of the Closing Units sold in the Offering from the Company (the “Option Warrants” and”). The purchase price to be paid per Option Share shall be equal to the price per Closing Unit set forth in Section 4.1 hereof (less $0.01 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is exercisable, collectively with at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, solely Option Shares, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”) which may ). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of Common Stock issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be purchased issued directly by the Company and shall have the rights and privileges described in any combination the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Option Shares and/or Option Warrant, and the Closing Pre-funded Warrants at shall be issued pursuant to, and shall have the Share Purchase Price and/or Warrant Purchase Pricerights and privileges set forth in, respectivelythe form of Pre-funded Warrant. The Offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. Upon an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchase, issue and sell the number of Option Shares and/or Option Warrants specified in such noticeSecurities to the Underwriter.
4.2.3. The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) day following the date of the Over-Allotment Option Final Prospectus, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] 4,000,050 shares of Common Stock (the “Option Shares”) and ), Series A Warrants to purchase up to [ ] 2,000,025 shares of Common Stock and Series B Warrants to purchase up to 3,000,038 shares of Common Stock (such purchased Series A Warrants and Series B Warrants, collectively, the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 earlier than the Closing Date nor earlier than the third Trading Day following the date of the notice (other than in connection with a notice delivered between the date hereof and the Closing Date for which the Closing Date may be the Option Closing Date) nor later than two five (25) 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securitiesallotments, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] shares 240,000 additional ADSs and/or Pre-funded Warrants in the aggregate equal to 15.0% of Common Stock the Closing Units purchased in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to 240,000 additional Non-Exchangeable Warrants (“Option Non-Exchangeable Warrants”) and Warrants to purchase and/or up to [ ] shares of Common Stock 240,000Exchangeable Warrants (“Option Exchangeable Warrants,” and together with the Option Non-Exchangeable Warrants, ,the “Option Warrants” and”), collectively with equal to 15.0% of the Option Shares, the “Option Securities”) which may be Closing Units purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectivelyoffering form the Company.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the per Option Shares is Share shall be equal to the product of price per Closing Common Unit (less $0.001 allocated to the Share Purchase Price multiplied by the number of Option Shares to be purchased and (bWarrants) set forth in Section 2.1(b) hereof, the purchase price to be paid for the per Option Warrants is Pre-Funded Warrant shall be equal to the product of price per Closing Common Unit (less $0.001 allocated to the Warrant Purchase Price multiplied by Warrants) set forth in Section 2.1(b) hereof and the number of Option Warrants (the aggregate purchase price to be paid on per Option Warrant shall be equal to $0.01 per Option Warrant.. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and/or Option Pre-Funded Warrants and/or Option Non-Exchangeable Warrants and or Option Exchangeable Warrants, in any combination thereof, up to the total amounts of each set forth in Section 2.2(a) above (each, an “Option Closing DateSecurity” and collectively, the “Option Closing Purchase PriceSecurities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary ADSs issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Underwriter 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 The Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the RepresentativeUnderwriter. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, 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 Securities to be purchased and the date and time for delivery of and payment for the such 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 RepresentativeUnderwriter but in no event later than January 30, 2023 at the offices of PC SRF or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. 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 Over-Allotment Option, the Company will become obligated to convey to the UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of Option Shares and/or Option Warrants Securities specified in such notice. The Representative Underwriter may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Samples: Underwriting Agreement (BiondVax Pharmaceuticals Ltd.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale The Administrative Trustees, on behalf of the Closing Trust, and the Sponsor may grant to the underwriters or initial purchasers who are underwriting or purchasing, as the case may be, any series of Trust Preferred Securities, the Representative is hereby granted an option (the “Over-Allotment "Option”") to purchasepurchase an additional liquidation amount of such series of Trust Preferred Securities on the terms and conditions specified in the underwriting agreement or purchase agreement, as the case may be, relating to such Trust Preferred Securities; PROVIDED, HOWEVER, the Option may only be granted if the following conditions are satisfied:
(i) the Option, if exercised, may not result in the issue and sale of an aggregate liquidation amount of Trust Preferred Securities greater than that registered by the Sponsor and the Trust on the applicable registration statement or registration statements (including by a registration statement filed under Rule 462(b) under the Securities Act, if any), as the case may be, with the Commission under the Securities Act;
(ii) the Option must result, if exercised, in the aggregateissuance and sale of Trust Preferred Securities to such underwriters or initial purchasers, up to [ ] shares as the case may be, and the issuance and sale of Common Stock Securities to the Sponsor on a Pro Rata basis and not in contravention of any other provision of this Agreement or the Business Trust Act, consistent with Section 5.1; and
(iii) the “Option Shares”) Trust Preferred Securities and Warrants the Common Securities issued and sold subject to purchase up to [ ] shares the exercise of the Option, if any, must be of the same series and must bear the same CUSIP numbers as the series of Trust Preferred Securities and the Common Stock (Securities, respectively, which were initially issued and sold by the “Option Warrants” and, collectively with Trust and the Option Shares, the “Option Securities”) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase PriceSponsor, respectively.
(b) In connection with an With respect to any issuance of Trust Preferred Securities and Common Securities following the exercise of the Over-Allotment Option, ,
(ai) the purchase price to be paid designation the "__% Trust Preferred Securities" and, 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 (the aggregate purchase price to be paid on an Option Closing Dateall purposes under this Trust Agreement, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted defined terms the "Trust Preferred Securities" shall mean both the Trust Preferred Securities issued initially hereunder and any Trust Preferred Securities issued 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, ; and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, warranties and covenants herein and subject to the conditions herein, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ [●] shares additional Common Shares, representing 15.0% of Common Stock the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and and/or up to [●] Series A Warrants to purchase up an aggregate of an additional [●] Common Shares, representing 15.0% of the Series A Warrants sold in the offering from the Company; and [●] Series B Warrants to [ purchase an aggregate of an additional [●] shares Common Shares, representing 15.0% of Common Stock the Series B Warrants sold in the offering from the Company (the “Option Warrants” and”). The purchase price to be paid per Option Share shall be equal to the price per Closing Unit set forth in Section 4.1 hereof (less $0.01 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, collectively with at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, solely Option Shares, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”) which may ). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the Common Shares issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be purchased issued directly by the Company and shall have the rights and privileges described in any combination the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Option Shares and/or Option Warrant, and the Closing Pre-funded Warrants at shall be issued pursuant to, and shall have the Share Purchase Price and/or Warrant Purchase Pricerights and privileges set forth in, respectivelythe form of Pre-funded Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. upon an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchase, issue and sell the number of Option Shares and/or Option Warrants specified in such noticeSecurities to the Underwriter;
4.2.3. The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) day following the date of the Over-Allotment Option Final Prospectus, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Samples: Underwriting Agreement (Bynd Cannasoft Enterprises Inc.)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] 3,000,000 shares of Common Stock or its equivalent in Preferred Stock on an as converted-basis (the “Option Shares”) and and/or Warrants to purchase up to [ ] shares 2,250,000 share of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment 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 Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment 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”) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or the Warrant Purchase Price, respectivelyas applicable. The Option Warrants and Option Shares together are referred to herein as “Option Securities”.
(b) In connection with an exercise of the Over-Allotment 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 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 Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC Mintz 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 Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. On each Option Closing Date, if any, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of Mintz or such other location as the Company and Representative shall mutually agree.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [ [_____] shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the Offering (the “Option Shares”) and ), and/or Warrants to purchase up to [ [_____] shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the Offering (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) ), 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. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in the Warrant Agent Agreement.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the any 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 any 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 Over-Allotment 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 Shares and/or Option Warrants in any combination thereof within forty-five (45) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 the earlier of (i) 45 days after the Execution Date and (ii) 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 PC Gracin & Mxxxxx, LLP 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
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Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, warranties and covenants herein and subject to the Representative conditions herein,
(i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, purchase up to an aggregate of [●] additional Ordinary Shares representing fifteen percent (15.0%) of the total number of Closing Units sold in the aggregate, up to [ ] shares of Common Stock offering (the “Option Shares”) and and/or up to [●] additional Warrants to purchase up to [ an aggregate of an additional [●] shares Ordinary Shares, representing 15.0% of Common Stock the Closing Warrants sold in the offering from the Company (the “Option Warrants” and”). The purchase price to be paid per Option Share shall be equal to the price per Closing Unit set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.001 per Option Warrant. The Over-allotment Option is, collectively with at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, solely Option Shares, or solely Option Warrants (each, an “Option Security” and collectively, the “Option Securities”) which may ). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the Ordinary Shares issuable upon exercise of the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be purchased issued directly by the Company and shall have the rights and privileges described in any combination the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and [●] as warrant agent (the “Warrant Agent”). The offering and sale of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectivelyPublic Securities is herein referred to as the “Offering”.
(bii) In connection with upon an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchaseissue and sell the Option Securities to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the number forty-fifth (45th) day following the date of Option Shares and/or Option Warrants specified in such noticethe Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Representative Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Securities;
(C) the names and denominations in which the Option Securities are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by written notice wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of Xxxxxxx & Xxxxxxx, P.C. at [5:00] [p.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for the respective accounts of the Underwriter of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of ordinary shares sold in the Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Firm Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 135.0% of the offering price per Ordinary Share in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the public offering to anyone other than (A) an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [ ] 147,000 shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the Offering (the “Option Shares”) and ), and/or Warrants to purchase up to [ ] 294,000 shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the Offering (the “Option Warrants” and, collectively with the Option SharesShares and Option Warrants, the “Option Securities”) ), which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or the Warrant Purchase Price, respectively. The Option Warrants are collectively referred to as the “Option Warrants.” The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in the Warrant Agency Agreement.
(b) In connection with an exercise of the Over-Allotment Option, (ai) the purchase price to be paid for the any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (bii) the purchase price to be paid for the any 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 Over-Allotment 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 Shares and/or Option Warrants in any combination thereof within forty-five (45) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 the earlier of (i) 45 days after the Execution Date and (ii) 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 PC Blank Rome LLP 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] [___ shares of Common Stock (the “Option Shares”) and Traditional Warrants to purchase up to [ ] [___ shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment Option, (a) the purchase price to be paid for the any 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 any 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 Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 the earlier of (i) 45 days after the Execution Date and (ii) 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Biocept Inc)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ [●] shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the Offering (the “Option Shares”) and ), and/or Warrants to purchase purchase, in the aggregate, up to [ [●] shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the Offering (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) ), 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 Over-Allotment Option, (a) the purchase price to be paid for the any 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 any 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 Over-Allotment 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 Shares and/or Option Warrants in any combination thereof within forty-five (45) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 the earlier of (i) 45 days after the Execution Date and (ii) 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 PC Lxxx & Loeb LLP 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ [_____] Units (the “Option Units”), consisting of [_____] shares of Common Stock (the “Option Shares”) and ), Series A Warrants to purchase up to [ [____] shares of Common Stock and Series B Warrants to purchase up to [____] shares of Common Stock (collectively, the “Option Warrants” and, collectively together with the Option Units and the Option Shares, the “Option Securities”) Securities”)3 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 Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing DateDate (as defined below), the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC Xxxx 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. 3 15% of the Closing Shares and/or Closing Warrants.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment 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”) which may be purchased in any combination of Option Shares shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively.
(b) In connection with an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC Xxxxxxxx Xxxxxx 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Coeptis Therapeutics Holdings, Inc.)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [ ______ ] Units, representing fifteen percent (15%) of the Closing Units sold in the Offering (the “Options Units,” the shares of Common Stock (comprising the Option Units, the “Option Shares”) and ,” the Warrants to purchase up to [ ] shares of Common Stock (comprising the Options Units, the “Option Options Warrants,” and, collectively with the Option Sharesand collectively, the “Option Securities”) ), which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Closing Purchase Price. The Closing Warrants and the Option Warrants, respectivelyif any, shall be issued pursuant to, and shall have the rights and privileges set forth in, the Warrant Agent Agreement.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased purchased, and (b) the purchase price to be paid for the any 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 Over-Allotment Option granted pursuant to this Section 2.2 2.02 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Units within forty-five thirty (4530) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities Units prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment 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 Units 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 the earlier of (i) thirty (30) days after the Execution Date and (ii) 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 PC the Underwriter’s Counsel 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants Securities specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] [___ shares of Common Stock (the “Option Shares”) and Traditional Warrants to purchase up to [ ] [___ shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment Option, (a) the purchase price to be paid for the any 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 any 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 Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) 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 Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, 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 the earlier of (i) 45 days after the Execution Date and (ii) 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Biocept Inc)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ [●] shares of Common Stock (the “Option Shares”) and and/or Warrants to purchase up to [ [●] shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment 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 121213169v4 -6- DM_US 187203303-1.T25901.0010 purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 thirty (4530) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral written notice to the Company from the Representative, which must may be confirmed in writing delivered 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 earlier than the Closing Date and 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 PC MxXxxxxxx 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Ascent Solar Technologies, Inc.)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ to:
(i) [___] shares of Common Stock (the “Option Shares”);
(ii) and Warrants to purchase up to [ [___] shares of Common Stock (the “Option Warrants”); and
(iii) Pre-Funded Warrants to purchase up to [___] shares of Common Stock (the “Option Pre-Funded Warrants,” and, collectively with the Option SharesShares and Option Warrants, the “Option Securities”) which may be purchased in any combination of Option Shares Shares, Option Warrants and/or Option Pre-Funded Warrants at the Share Purchase Price, Warrant Purchase Price and/or Pre-Funded Warrant Purchase Price, respectively.
(b) In connection with an exercise of the Over-Allotment Option, (ai) the purchase price to be paid for the any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and purchased, (bii) the purchase price to be paid for the any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased and (iii) the purchase price to be paid for any Option Pre-Funded Warrants is equal to the product of the Pre-Funded Warrant Purchase Price multiplied by the number of Option Pre-Funded Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, collectively, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 Shares, Option Warrants and/or Option Pre-Funded Warrants to be purchased and the date and time for delivery of and payment for of the Option Securities Closing Purchase Price (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) 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 PC Ellenoff Gxxxxxxx & Schole LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 or at such other place (including remotely by facsimile or other electronic transmissiontransmission of executed final documents) 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Shares, Option Warrants and/or Option Pre-Funded Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Toughbuilt Industries, Inc)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [ ] 205,714 shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the Offering (the “Option Shares”) and ), and/or Warrants to purchase up to [ ] 205,714 shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the Offering (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) ), 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. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in the Warrant Agent Agreement.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the any 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 any 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 Over-Allotment 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 Shares and/or Option Warrants in any combination thereof within forty-five (45) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 the earlier of (i) 45 days after the Execution Date and (ii) 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, and shall be consummated remotely via the exchange of funds, documents and signatures, or, at the option of the parties, at the offices of PC Xxxxxx Xxxxxxx & Xxxxx LLP 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] 808,363 additional shares of Common Stock and/or Pre-funded Warrants to purchase shares of Common Stock, representing 12.8% of the Closing Shares and Closing Pre-funded Warrants sold in the offering from the Company (the “Option Shares”” or “Option Pre-funded Warrants,” as applicable) and and/or up to 808,363 additional Series A Warrants to purchase up to [ ] an aggregate of an additional 808,363 shares of Common Stock Stock, representing 12.8% of the Closing Series A Warrants sold in the offering from the Company (the “Option Series A Warrants” and”) and/or up to 808,363 additional Series B Warrants to purchase an aggregate of an additional 404,181 shares of Common Stock, collectively with representing 12.8% of the Closing Series B Warrants sold in the offering from the Company (the “Option Series B Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Share or Closing Pre-funded Warrant set forth in Section 2.1(b) hereof, the purchase price to be paid per Option Series A Warrant shall be equal to the price per Closing Series A Warrant set forth in Section 2.1(b) hereof and the purchase price to be paid per Option Series B Warrant shall be equal to the price per Closing Series B Warrant set forth in Section 2.1(b) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares, Option Series A Warrants and Option Series B Warrants together, Option Pre-funded Warrants, Option Series A Warrants and Option Series B Warrants together, solely Option Shares, Solely Option Pre-funded Warrants, solely Option Series A Warrants, solely Option Series B Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the shares Common Stock issuable upon exercise of the Pre-Funded Warrants, the Series A Warrants and the Series B Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Series A Warrants, the Closing Series B Warrants, the Closing Pre-funded Warrants, the Option Series A Warrants, the Option Series B Warrants and the Option Pre-funded Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and Direct Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) which may evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be purchased in any combination the form attached hereto as Exhibit B. The offering and sale of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectivelyPublic Securities is herein referred to as the “Offering”.
(b) In connection with an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment allotment Option granted pursuant to this Section 2.2 2.2(a) hereof 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) 45 days after the Execution Effective Date. An Underwriter will The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representativeallotment Option. The Over-Allotment allotment 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 mail, email, facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants Securities to be purchased and the date and time for delivery of and payment for the Option Securities (each, an the “Option Closing Date”), which will shall not be later than two one (21) 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 PC Representative Counsel or at such other place (including remotely by facsimile facsimile, email 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 the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, allotment Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants Securities specified in such noticenotice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter, subject to such adjustments as the Representative, in its sole discretion, shall determine.
(c) Payment for the Option Securities shall be made on the Option Closing Date by wire transfer in federal (same day) funds, payable to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or, except in the case of Pre-funded Warrants, through the facilities of DTC) for the account of the Underwriters. The applicable number of Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may cancel the Over-Allotment Option at any time request in writing prior to the expiration Option Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for applicable Option Securities. An Option Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of the Over-Allotment Closing Units and the applicable Option by written notice to the CompanySecurities.
Appears in 1 contract
Samples: Underwriting Agreement (Alset EHome International Inc.)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] [●]2 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”) 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 Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). 1 Equal to 125% of Combined Purchase Price. 2 Equal to 15% of number of Closing Shares.
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, warranties and covenants herein and subject to the Representative conditions herein,
(i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, purchase up to an aggregate of [●] additional Ordinary Shares representing fifteen percent (15.0%) of the total number of Closing Units sold in the aggregate, up to [ ] shares of Common Stock offering (the “Option Shares”) and and/or up to [●] additional Warrants to purchase up to [ an aggregate of an additional [●] shares Ordinary Shares, representing 15.0% of Common Stock the Closing Warrants sold in the offering from the Company (the “Option Warrants” and”). The purchase price to be paid per Option Share shall be equal to the price per Closing Unit set forth in Section 3(a) hereof (less the $0.01 purchase price allocated to each Warrant) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, collectively with at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, solely Option Shares, or solely Option Warrants (each, an “Option Security” and collectively, the “Option Securities”) which may ). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the Ordinary Shares issuable upon exercise of the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be purchased issued directly by the Company and shall have the rights and privileges described in any combination the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent (the “Warrant Agent”). The offering and sale of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectivelyPublic Securities is herein referred to as the “Offering”.
(bii) In connection with upon an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchase, issue and sell the number of Option Shares and/or Option Warrants specified in such notice. Securities to the Underwriter;
(iii) The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) day following the date of the Over-Allotment Option Final Prospectus, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Samples: Underwriting Agreement (Innovation Beverage Group LTD)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] _____ shares of Common Stock (the “Option Shares”) and and/or Warrants to purchase up to [ ] ____ shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment 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 Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] 5,758,848 shares of Common Stock (the “Option Shares”) and Warrants to purchase up to [ ] 8,638,272 shares of Common Stock (the “Option Warrants” and, collectively together with the Option Shares, the “Option Securities”) 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 Over-Allotment 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 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 Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. On each Option Closing Date, if any, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of EGS or such other location as the Company and Representative shall mutually agree.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] 3,600,000 shares of Common Stock (the “Option Shares”) and ), Series A Warrants to purchase up to [ ] 3,600,000 shares of Common Stock and/or Series B Warrants to purchase up to 3,600,000 shares of Common Stock (collectively, the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or the Warrant Purchase Price, respectivelyas applicable. The Option Warrants and Option Shares together are referred to herein as “Option Securities”.
(b) In connection with an exercise of the Over-Allotment 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 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 Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC Xxxxx 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 Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. On each Option Closing Date, if any, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of Xxxxx or such other location as the Company and Representative shall mutually agree.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale The Sponsor, on behalf of the Closing Trust, may grant to the underwriters or initial purchasers who are underwriting or purchasing, as the case may be, any series of Preferred Securities, the Representative is hereby granted an option (the “Over-Allotment "Option”") to purchasepurchase an additional liquidation amount of such series of Preferred Securities on the terms and conditions specified in the underwriting agreement or purchase agreement, as the case may be, relating to such Preferred Securities; PROVIDED, HOWEVER, the Option may only be granted if the following conditions are satisfied:
(i) the Option, if exercised, may not result in the issue and sale of an aggregate liquidation amount of Preferred Securities greater than that registered by the Sponsor and the Trust on the applicable registration statement or registration statements (including by a registration statement filed under Rule 462(b) under the Securities Act, if any), as the case may be, with the Commission under the Securities Act;
(ii) the Option must result, if exercised, in the aggregateissuance and sale of Preferred Securities to such underwriters or initial purchasers, up to [ ] shares as the case may be, and the issuance and sale of Common Stock Securities to the Sponsor on a Pro Rata basis and not in contravention of any other provision of this Agreement or the Business Trust Act, consistent with Section 5.1; and
(iii) the “Option Shares”) Preferred Securities and Warrants the Common Securities issued and sold subject to purchase up to [ ] shares the exercise of the Option, if any, must be of the same series and must bear the same CUSIP numbers as the series of Preferred Securities and the Common Stock (Securities, respectively, which were initially issued and sold by the “Option Warrants” and, collectively with Trust and the Option Shares, the “Option Securities”) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase PriceSponsor, respectively.
(b) In connection with an With respect to any issuance of Preferred Securities and Common Securities following the exercise of the Over-Allotment Option, ,
(ai) the purchase price designation the "__% Preferred Securities" and, for all purposes under this Trust Agreement, the defined terms the "Preferred Securities" shall mean both the Preferred Securities issued initially hereunder and any Preferred Securities issued pursuant to be paid the exercise of the Option; and
(ii) the designation the "__% Common Securities" and, for all purposes under this Trust Agreement, the defined term the "Common Securities" shall mean both the Common Securities issued initially hereunder and any Common Securities issued pursuant to the requirement of Section 7.18(a)(ii) regarding the additional issuance of Common Securities on a Pro Rata basis if 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”)exercised.
(c) The Over-Allotment 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 If the Option Securities within forty-five (45set forth in Section 7.18(a) days after is exercised on a date other than the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 initial Closing Date, each Option Closing Date will be as set forth in then the notice. Upon exercise parties to the Trust Agreement shall cause there to occur a second closing for the consummation of the Over-Allotment Option, sale of the Company will become obligated to convey Preferred Securities and Common Securities under substantially the same conditions that applied to the Underwritersinitial closing of the sale of such securities, andincluding the following:
(i) the execution and delivery of a second Preferred Security Certificate, subject or such additional Preferred Security Certificates, as appropriate, which is, or are, as the case may be, substantially identical in all respects to the terms Preferred Security Certificate issued initially; and
(ii) the execution and conditions set forth hereindelivery of a second Common Security Certificate, or such additional Common Security Certificates, as appropriate, which is, or are, as the Underwriters will become obligated to purchasecase may be, the number of Option Shares and/or Option Warrants specified substantially identical in such notice. The Representative may cancel the Over-Allotment Option at any time prior all relevant respects to the expiration of the Over-Allotment Option by written notice to the CompanyCommon Security Certificate issued initially.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] [_____ shares of Common Stock (the “Option Shares”) and Traditional Warrants to purchase up to [ ] [____ shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) Securities”)3 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 Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a1) For The Company hereby grants to the purposes Agents, for the purpose of covering any over-allotments in connection with the distribution and sale of the Closing Securitiesover- allotments, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchaseif any, in the aggregateor for market stabilization purposes, 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”) 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 Over-Allotment OptionOption to purchase the Over-Allotment Debentures, (a) the purchase price to be paid for the Option Shares is equal subject to the product prior written approval of WILP for a corresponding increase in the principal amount 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) Initial Investment. The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Vancouver time) or any part (from time on the 30th day following the final Closing Date at a price per Over-Allotment Debenture equal to time) the Over-Allotment Debenture Price. For greater certainty, the Agents shall be paid the Agents’ Fee in respect of the Option Securities within fortyissue and sale of any Over-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option by the RepresentativeOption. The Agents may exercise the Over-Allotment Option granted hereby may be exercised in whole or in part during the currency thereof by the giving of oral delivering written notice to the Company from (the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth “Over-Allotment Notice”) specifying the number of Option Shares and/or Option Warrants Over-Allotment Debentures that the Agents wish to be purchased and purchase. If the date and time for delivery of and payment for Agents exercise the Option Securities (eachOver- Allotment Option, an “Option the Agents shall, on the Closing Date”), which will shall be a date that is not be later less than two (2) full Business Days and not more than five Business Days after the date of the notice or delivery of the Over-Allotment Notice (such other time as shall day to be agreed upon specified by the Company and the RepresentativeAgents in their sole discretion), at the offices of PC or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by pay to the Company and the Representative. If such delivery and payment aggregate purchase price for the Option Securities does not occur on Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency payable to or to the direction of the Company against delivery of one or more certificates in definitive form representing the Over- Allotment Debentures, registered as the Agents direct. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Article 7 relating to Closing) shall apply mutatis mutandis to the Closing Date, each Option Closing Date will be as set forth in of the notice. Upon issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Option, .
(2) In the event that the Company will become obligated to convey to shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified period in such notice. The Representative may cancel which the Over-Allotment Option at any time prior is exercisable, appropriate adjustments will be made to the expiration of the Over-Allotment Option by written notice Debenture Price and to the Companynumber of Over-Allotment Debentures issuable on exercise thereof such that the Agents are entitled to arrange for the sale of the same number and type of securities that the Agents would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.
Appears in 1 contract
Samples: Agency Agreement
Over Allotment Option. (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 by the Company (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to [ ] shares of an additional _______ Common Stock Shares (the “Option Shares”), and/or, (ii) and Pre-Funded Warrants to purchase up to [ ] shares of ______Common Stock Shares (the “Option Pre-Funded Warrants” and”), collectively and/or, (iii) Class B Warrants to purchase up to ______ Common Shares (“Option Purchase Warrants”; together with the Option SharesShares and the Option Pre-Funded Warrants, the “Option Securities”) 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 Over-Allotment Option, (a) the purchase price to be paid for the any Option Shares is equal to the product of the Share Purchase Price $____ multiplied by the number of Option Shares to be purchased and purchased, (b) the purchase price to be paid for the any Option Pre-Funded Warrants is equal to the product of the Warrant Purchase Price $____ multiplied by the number of Option Pre-Funded Warrants to be purchased and (c) the purchase price to be paid for any Option Purchase Warrants is equal to the product of $_____ multiplied by the number of Option Purchase Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 the earlier of 45 days after the Execution Date and (ii) 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ [●] additional shares of Common Stock representing up to 15% of the Closing Shares sold in the Offering (the “Additional Shares” and together with the Firm Shares, the “Shares”) and/or an additional [●] Class A Warrants to purchase shares of Common Stock, representing up to 15% of the Class A Warrants included in the Closing Securities (the “Additional Class A Warrants”) and/or an additional [●] Class B Warrants to purchase shares of Common Stock, representing up to 15% of the Closing Class B Warrants included in the Closing Securities (the “Additional Class A Warrants”) for the purpose of covering over-allotments of such securities, if any [●] 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 Additional Shares, the Additional Class A Warrants and Additional Class B Warrants collectively referred to as “Option Securities”) 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 Over-Allotment Option, (ai) the purchase price to be paid for the any Option Shares is shall be equal to the product of the Share Purchase Price multiplied by the number of Option Additional Shares to be purchased and purchased, (bii) the purchase price to be paid for the Option any Additional Class A Warrants is shall be equal to the product of the Warrant Purchase Price $[●] multiplied by the number of Option Additional Class A Warrants to be purchased, and (iii) the purchase price to be paid for any Additional Class B Warrants shall be equal to the product of $[●] multiplied by the number of Additional Class B Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail 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 Securities 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 PC Loeb or at such other place (including remotely by facsimile or other electronic transmissiontransmission of the required documentation) 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants Securities specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ to:
(i) [___] shares of Common Stock (the “Option Shares”); and
(ii) and Warrants to purchase up to [ [___] shares of Common Stock (the “Option Warrants,” and, collectively and together with the Option Shares, the “Option Securities”) 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 Over-Allotment Option, (ai) the purchase price to be paid for the any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (bii) the purchase price to be paid for the any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased and (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 of the Option Securities Closing Purchase Price (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) 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 PC McGuireWoods LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 or at such other place (including remotely by facsimile or other electronic transmissiontransmission of executed final documents) 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 an exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Toughbuilt Industries, Inc)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] 345,000 shares of Common Stock (the “Option Shares”) and Traditional Warrants to purchase up to [ ] 345,000 shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment Option, (a) the purchase price to be paid for the any 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 any 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 Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 the earlier of 45 days after the Execution Date and (ii) 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For The Corporation hereby grants to the purposes Underwriters, for the purpose of covering any the Underwriters’ over-allotments allotment, if any, or for market stabilization purposes, the Over- Allotment Option to purchase and/or to sell as agent, the Additional Units. The Over- Allotment Option is exercisable in connection with whole or in part at any time for a period of 30 days from and including the distribution Closing Date. For greater certainty, the Underwriters shall be paid the Commission and issued the applicable number of Broker Warrants in respect of the issue and sale of any Additional Units issued pursuant to the Closing Securities, exercise of the Representative is hereby granted an option Over- Allotment Option.
(b) The Underwriters may exercise the Over-Allotment Option in whole or in part during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment OptionNotice”) specifying the number of Additional Units to purchase, in be issued. If the aggregate, up to [ ] shares of Common Stock (Underwriters exercises the “Option Shares”) and Warrants to purchase up to [ ] shares of Common Stock (the “Option Warrants” and, collectively with the Option SharesOver-Allotment Option, the “Option Securities”Underwriters shall, on the Closing Date, which shall be a date that is not less than two Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Underwriters in its sole discretion), pay to the Corporation the aggregate purchase price for the Additional Units to be issued by wire transfer in Canadian currency payable at par in Vancouver, British Columbia against delivery of the Additional Units (in certificated or electronic form), registered as the Underwriters directs. The applicable terms, conditions and provisions of this Agreement (including the provisions of Section 11 relating to closing deliveries) which may be purchased in shall apply mutatis mutandis to the Closing of the issuance of 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 Additional Units pursuant to any exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by In the Representative as to all (at any time) event that the Corporation shall subdivide, consolidate, reclassify or any part (from time to time) of otherwise change its Common Shares during 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 period in which the Over-Allotment Option by is exercisable, appropriate adjustments will be made to the Representative. The applicable Offering Price and to the number of Additional Units issuable on exercise thereof such that the Underwriters is entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time immediately prior to the expiration of the Over-Allotment Option by written notice to the Companysuch subdivision, consolidation, reclassification or change.
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Samples: Underwriting Agreement
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] 3,308,823 shares of Common Stock or Preferred Stock (the “Option Shares”) and ), Series C Warrants to purchase up to [ ] shares of Common Stock 3,308,823 Warrant Shares and Series D Warrants to purchase up to 3,308,823 Warrant Shares (such Series C and Series D Warrants, the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Series C Warrant Purchase Price and Series D Warrant Purchase Price, respectively.
(b) In connection with an exercise of the Over-Allotment 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 Series C and Series D Warrant Purchase Price Price, as applicable, multiplied by the number of Series C and Series D Warrants comprising the Option Warrants Warrants, as applicable (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC EGS or at such other place location (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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
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Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] 4,166,129 shares of Common Stock (the “Option Shares”) and Warrants to purchase up to [ ] 4,166,129 shares of Common Stock (the “Option Warrants” and, collectively together with the Option Shares, the “Option Securities”) 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 Over-Allotment 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 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 Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. On each Option Closing Date, if any, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of EGS or such other location as the Company and Representative shall mutually agree.
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Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesUnits, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ [·] shares of Common Preferred Stock (the “Option Shares” and collectively with the Option Warrants, the “Option Securities”) and ), Series 1 Warrants to purchase up to [ [·] shares of Common Preferred Stock (the “Series 1 Option Warrants”), Series 2 Warrants to purchase up to [·] shares of Preferred Stock (the “Series 2 Option Warrants”) and Series 3 Warrants to purchase up to [·] shares of Preferred Stock (the “Series 3 Option Warrants” and, collectively with the Series 1 Option SharesWarrants, the Series 2 Option Warrants, the “Option SecuritiesWarrants”) which may be purchased in any combination of Option Shares Shares, Series 1 Option Warrants, Series 2 Option Warrants and/or Series 3 Option Warrants at the Share Purchase Price and/or Price, the Series 1 Warrant Purchase Price, the Series 2 Warrant Purchase Price, and /or the Series 3 Warrant Purchase Price respectively.
(b) In connection with an exercise of the Over-Allotment 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 purchased, (b) the purchase price to be paid for the Series 1 Option Warrants is equal to the product of the Series 1 Warrant Purchase Price multiplied by the number of Series 1 Option Warrants, (c) the purchase price to be paid for the Series 2 Option Warrants is equal to the product of the Series 2 Warrant Purchase Price multiplied by the number of Series 2 Option Warrants and (d) the purchase price to be paid for the Series 3 Option Warrants is equal to the product of the Series 3 Warrant Purchase Price multiplied by the number of Series 3 Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 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 the earlier of (2i) 45 days after the Execution Date and (ii) three (3) 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
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Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, warranties and covenants herein and subject to the Representative conditions herein,
(i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ [●] shares additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of Common Stock the Closing Units sold in the offering from the Company (the “Option Shares”” or “Option Pre-funded Warrants,” as applicable) and and/or up to [●]Warrants to purchase up to [ an aggregate of an additional [●] shares Ordinary Shares, representing 15.0% of Common Stock the Closing Units sold in the offering from the Company (the “Option Warrants” and”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit set forth in Section 3(a) hereof (less $0.001 allocated to the warrants) and the purchase price to be paid per Option Warrant shall be equal to $0.001 per Option Warrant. The Over-allotment Option is, collectively with at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) which may evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be purchased in any combination the form attached hereto as Exhibit [●]. The offering and sale of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectivelyPublic Securities is herein referred to as the “Offering”.
(bii) In connection with upon an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchaseissue and sell the Option Securities to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the number forty-fifth (45th) day following the date of Option Shares and/or Option Warrants specified in such noticethe Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Representative Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Securities;
(C) the names and denominations in which the Option Securities are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by written notice wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of Xxxxxxx & Xxxxxxx, P.C. at [10:00] [a.m.] ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth Business Day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for the respective accounts of the Underwriter of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of the Company’s Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the closing of the Offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per share of the Ordinary Shares at the Offering. The Underwriter’s Warrant and the shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares during the 180-day period after the commencement of sales of the Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the Firm Shares in the Offering to anyone other than (A) an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.
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Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [ [_____] shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the Offering (the “Option Shares”) and ), and/or Series A Warrants to purchase up to [ [_____] shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Series A Warrants sold as part of the Closing Units sold in the Offering (the “Series A Option Warrants”) and/or Series B Warrants to purchase up to [___] shares of Common Stock, representing fifteen percent (15%) of the Closing Series B Warrants sold as part of the Closing Units sold in the Offering (the “Series B Option Warrants” and, collectively with the Option SharesShares and Series A Option Warrants, the “Option Securities”) ), which may be purchased in any combination of Option Shares and/or Series A Option Warrants and/or Series B Option Warrants at the Share Purchase Price and/or the Series A Warrant Purchase Price and/or the Series B Warrant Purchase Price, respectively. The Series A Option Warrants and the Series B Option Warrants are collectively referred to as the “Option Warrants.” The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in the Warrant Agency Agreement.
(b) In connection with an exercise of the Over-Allotment Option, (ai) the purchase price to be paid for the any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and purchased, (bii) the purchase price to be paid for the any Series A Option Warrants is equal to the product of the Series A Warrant Purchase Price multiplied by the number of Series A Option Warrants to be purchased and (iii) the purchase price to be paid for any Series B Option Warrants is equal to the product of the Series B Warrant Purchase Price multiplied by the number of Series B Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Shares and/or Option Warrants in any combination thereof within forty-five (45) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 the earlier of (i) 45 days after the Execution Date and (ii) 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 PC Blank Rome LLP 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
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Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ [___] shares of Common Stock representing 15% of the Closing Shares and Pre-Funded Warrant Shares (the “Option SharesShares ”) and Traditional Warrants to purchase up to [ [___] shares of Common Stock representing 15% of the Traditional Warrant Shares (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment Option, (a) the purchase price to be paid for the any 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 any 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 Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 the earlier of (i) 45 days after the Execution Date and (ii) 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 PC G&M 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
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Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ [●] shares of Common Stock (the “Option Shares”) and Traditional Warrants to purchase up to [ [●] shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment Option, (a) the purchase price to be paid for the any 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 any 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 Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 the earlier of 45 days after the Execution Date and (ii) 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
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Over Allotment Option. (ai) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] 1,950,000 shares of Common Stock (the “Option Shares”) representing 15% of the Closing Shares and Pre-Funded Warrant Shares and Traditional Warrants to purchase up to [ ] 1,950,000 shares of Common Stock representing 15% of the Traditional Warrant Shares (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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.
(bii) In connection with an exercise of the Over-Allotment Option, (aA) the purchase price to be paid for the any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (bB) the purchase price to be paid for the any 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”).
(ciii) The Over-Allotment Option granted pursuant to this Section 2.2 1(e)(iii) may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) 45 days after the date of execution of this Agreement (the “Execution Date”). An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, 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 the earlier of (i) 45 days after the Execution Date and (ii) 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 RepresentativeRepresentatives, at the offices of PC Gracin & Mxxxxx, LLP, located at 400 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place location (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Guardion Health Sciences, Inc.)
Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, warranties and covenants herein and subject to the Representative conditions herein,
(i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ [●] additional shares of Common Stock to purchase shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares”) and and/or up to [●] additional Warrants to purchase up to [ an aggregate of an additional [●] shares of Common Stock Stock, representing 30.0% of the Closing Units sold in the offering from the Company (the “Option Warrants” and”). The purchase price to be paid per Option Share shall be equal to the price per Closing Unit set forth in Section 3(a) hereof (less $0.01 allocated to each Warrant) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, collectively with at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, solely Option Shares, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”) which may ). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the shares of Common Stock issuable upon exercise of the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be purchased issued directly by the Company and shall have the rights and privileges described in any combination the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and ClearTrust, LLC as warrant agent. The offering and sale of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectivelyPublic Securities is herein referred to as the “Offering.”
(bii) In connection with upon an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchaseissue and sell the Option Securities to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the number forty-fifth (45th) day following the date of Option Shares and/or Option Warrants specified in such noticethe Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Representative Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Securities;
(C) the names and denominations in which the Option Securities are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by written notice wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of Kxxxxxx & Cxxxxxx, P.C. at [10:00] [a.m.] ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth Business Day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for the respective accounts of the Underwriter of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of the Company’s shares of Common Stock equal to 5.0% of the aggregate number of shares of Common Stock sold in the Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months after the commencement of the sale of the Offering and ending on the fifth anniversary of the commencement of the sale of the Offering, at a price per share equal to 125.0% of the offering price per share of the Common Stock at the Offering. The Underwriter’s Warrant and the shares issuable upon exercise thereof are hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares during the 180-day period after the commencement of sales of the Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the Firm Shares in the Offering to anyone other than (A) an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.
Appears in 1 contract
Over Allotment Option. (a) For The Corporation hereby grants to (i) the purposes Underwriters, in respect of covering any the Units, and (ii) Xxxxxxx, in respect of the Flow-Through Shares an over-allotments in connection with the distribution and sale of the Closing Securities, the Representative is hereby granted an allotment option (the “Over-Allotment Option”) exercisable, in whole or in part, in the sole discretion of the Underwriters and/or Xxxxxxx, as the case may be, to purchase, in respect of the aggregateUnits, or to offer for sale, in respect of the Flow-Through Shares, 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”) which may be purchased an additional 4,500,000 Units and/or 441,176 Flow-Through Shares in any combination of Option Shares Over-Allotment Units and Over-Allotment Flow-Through Shares, at a price of $1.50 per the Unit and $1.70 per Flow-Through Share, for a period of 30 days from the Closing Date, for market stabilization purposes and to cover the Underwriters' and/or Option Warrants at Xxxxxxx’x (as the Share Purchase Price and/or Warrant Purchase Pricecase may be) over-allocation position, respectively.
if any (b) In connection with an provided that the number of Additional Securities which may be issued upon the exercise of the Over-Allotment OptionOption does not exceed 15% of the Units and Flow-Through Shares sold on the Closing Date.) For greater certainty, (a) the purchase price to Underwriters shall be paid for the Option Shares is equal to the product Commission and issued Compensation Options in respect of the Share Purchase Price multiplied by the number issue and sale 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The any Over-Allotment Option granted Units, and in the case of Xxxxxxx, Over-Allotment Flow-Through Shares, purchased 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 Over-Allotment Option by on the Representativeday of issue of the Over-Allotment Units or the Over-Allotment Flow-Through Shares. The Xxxxxxx, on its own behalf and on behalf of the Underwriters, may exercise the Over-Allotment Option granted hereby may be exercised in whole or in part from time to time during the currency thereof by the giving of oral delivering written notice to the Company from Corporation (the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth “Over-Allotment Notice”) specifying the number of Option Shares and/or Option Warrants Over-Allotment Units, and/or, in the case of Xxxxxxx, Over-Allotment Flow-Through Shares, which the Underwriters wish to be purchased and purchase. If the date and time for delivery of and payment for Underwriters exercise the Option Securities (eachOver-Allotment Option, an “Option the Underwriters shall, on the Closing Date”), which will shall be a date that is not be later less than two (2) full three Business Days and not more than seven Business Days after the date of the notice Over-Allotment Notice (such day to be agreed between the Underwriters and the Corporation, each acting reasonably), pay to the Corporation the aggregate purchase price for the Over-Allotment Units, and/or in the case of Xxxxxxx, Over-Allotment Flow-Through Shares, so purchased, less the Commission and all out-of-pocket expenses of the Underwriters payable by the Corporation to the Underwriters relating to the Over-Allotment Option in accordance with section 21 hereof, by wire transfer, certified cheque or bank draft in Canadian currency payable at par in Toronto, Ontario against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Over-Allotment Units and/or Flow-Through Shares comprising the Over-Allotment Flow-Through Shares, registered in the name of “CDS & Co.” or in such other time name or names as the Underwriters direct (provided that any Unit Shares or Warrants sold in the United States or to U.S. Persons pursuant to Schedule “A” shall be individually certificated and shall not be included in any global certificate). The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of section 11 relating to Closing deliveries unless otherwise agreed upon to by the Company Corporation and the Representative, at the offices of PC or at such other place (including remotely by facsimile or other electronic transmissionUnderwriters) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on apply mutatis mutandis to the Closing Date, each Option Closing Date will be as set forth in of the notice. Upon issuance of any Over-Allotment Units and/or Over-Allotment Flow-Through Shares pursuant to any exercise of the Over-Allotment Option.
(b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified period in such notice. The Representative may cancel which the Over-Allotment Option at any time prior is exercisable, appropriate adjustments will be made to the expiration Unit Issue Price and/or FTS Issue Price, as applicable, and to the number of Over-Allotment Units and/or Over-Allotment Flow-Through Shares, as applicable, issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option by written notice immediately prior to the Companysuch subdivision, consolidation, reclassification or change.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ [●] additional shares of Common Stock and/or Pre-funded Warrants to purchase shares of Common Stock, representing 15% of the Closing Shares and Closing Pre-funded Warrants sold in the offering from the Company (the “Option Shares”” or “Option Pre-funded Warrants,” as applicable) and and/or up to [●] additional Series A Warrants to purchase up to [ an aggregate of an additional [●] shares of Common Stock Stock, representing 15% of the Closing Series A Warrants sold in the offering from the Company (the “Option Series A Warrants” and”) and/or up to [●] additional Series B Warrants to purchase an aggregate of an additional [●] shares of Common Stock, collectively with representing 15% of the Closing Series B Warrants sold in the offering from the Company (the “Option Series B Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Share or Closing Pre-funded Warrant set forth in Section 2.1(b) hereof, the purchase price to be paid per Option Series A Warrant shall be equal to the price per Closing Series A Warrant set forth in Section 2.1(b) hereof and the purchase price to be paid per Option Series B Warrant shall be equal to the price per Closing Series B Warrant set forth in Section 2.1(b) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares, Option Series A Warrants and Option Series B Warrants together, Option Pre-funded Warrants, Option Series A Warrants and Option Series B Warrants together, solely Option Shares, Solely Option Pre-funded Warrants, solely Option Series A Warrants, solely Option Series B Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the shares Common Stock issuable upon exercise of the Pre-Funded Warrants, the Series A Warrants and the Series B Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Series A Warrants, the Closing Series B Warrants, the Option Series A Warrants and the Option Series B Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and Direct Transfer, LLC as warrant agent (the “Warrant Agreement”). The certificate (the “Pre-funded Warrant Certificate”) which may evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be purchased in any combination the form attached hereto as Exhibit B. The offering and sale of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectivelyPublic Securities is herein referred to as the “Offering”.
(b) In connection with an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment allotment Option granted pursuant to this Section 2.2 2.2(a) hereof 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) 45 days after the Execution Effective Date. An Underwriter will The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representativeallotment Option. The Over-Allotment allotment 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 mail, email, facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants Securities to be purchased and the date and time for delivery of and payment for the Option Securities (each, an the “Option Closing Date”), which will shall not be later than two one (21) 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 PC Representative Counsel or at such other place (including remotely by facsimile facsimile, email 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 the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, allotment Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants Securities specified in such noticenotice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter, subject to such adjustments as the Representative, in its sole discretion, shall determine.
(c) Payment for the Option Securities shall be made on the Option Closing Date by wire transfer in federal (same day) funds, payable to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or, except in the case of Pre-funded Warrants, through the facilities of DTC) for the account of the Underwriters. The applicable number of Option Securities shall be registered in such name or names and in such authorized denominations as the Representative may cancel the Over-Allotment Option at any time request in writing prior to the expiration Option Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for applicable Option Securities. An Option Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of the Over-Allotment Closing Units and the applicable Option by written notice to the CompanySecurities.
Appears in 1 contract
Samples: Underwriting Agreement (Alset EHome International Inc.)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] _____ Units (the “Option Units”) and/or _______shares of Common Stock (the “Option Shares”) and and/or ________ Warrants to purchase up to [ ] ____ shares of Common Stock (the “Option Warrants” and, collectively with the Option Units and the Option Shares, the “Option Securities”) Securities”)[1] which may be purchased in any combination of Option Units and/or Option Shares and/or Option Warrants at the Purchase Price, Share Purchase Price and/or Warrant Purchase Price, respectively.
(b) In connection with an exercise of the Over-Allotment Option, (ai) the purchase price to be paid for the Option Units is equal to the product of the Purchase Price multiplied by the number of Option Units to be purchased, (ii) 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 Units and/or 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units and/or Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Envision Solar International, Inc.)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] 1,372,650 shares of Common Stock (the “Option Shares”) and Warrants to purchase up to [ ] 1,372,650 shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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. For purposes of clarity, the Representative may only purchase Option Shares and/or Option Warrants in amounts that are required in connection with delivery on overallotments.
(b) In connection with an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] shares of 240,000 Common Stock Shares (the “Option Shares”) and and/or Warrants to purchase up to [ ] shares of 240,000 Common Stock Shares (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) which may be purchased in any combination of Option Shares and/or Option Warrants at the Per Share Purchase Price and/or Per Warrant Purchase Price, respectively.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Per 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 Per 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 Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the a 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale The Regular Trustees, on behalf of the Closing Trust, and the Sponsor may grant to the underwriters or initial purchasers who are underwriting or purchasing, as the case may be, any series of Preferred Securities, the Representative is hereby granted an option (the “Over-Allotment "Option”") to purchasepurchase an additional liquidation amount of such series of Preferred Securities on the terms and conditions specified in the underwriting agreement or purchase agreement, as the case may be, relating to such Preferred Securities; provided, however, the Option may only be granted if the following conditions are satisfied:
(i) the Option, if exercised, may not result in the issue and sale of an aggregate liquidation amount of Preferred Securities greater than that registered by the Sponsor and the Trust on the applicable registration statement or registration statements (including by a registration statement filed under Rule 462(b) under the Securities Act, if any), as the case may be, with the Commission under the Securities Act;
(ii) the Option must result, if exercised, in the aggregateissuance and sale of Preferred Securities to such underwriters or initial purchasers, up to [ ] shares as the case may be, and the issuance and sale of Common Stock Securities to the Sponsor on a Pro Rata basis and not in contravention of any other provision of this Agreement or the Business Trust Act, consistent with Section 5.1; and
(iii) the “Option Shares”) Preferred Securities and Warrants the Common Securities issued and sold subject to purchase up to [ ] shares the exercise of the Option, if any, must be of the same series and must bear the same CUSIP numbers as the series of Preferred Securities and the Common Stock (Securities, 146 respectively, which were initially issued and sold by the “Option Warrants” and, collectively with Trust and the Option Shares, the “Option Securities”) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase PriceSponsor, respectively.
(b) In connection with an With respect to any issuance of Preferred Securities and Common Securities following the exercise of the Over-Allotment Option, ,
(ai) the purchase price to be paid designation the "__% Preferred Securities" and, 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 (the aggregate purchase price to be paid on an Option Closing Dateall purposes under this Declaration, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted defined terms the "Preferred Securities" shall mean both the Preferred Securities issued initially hereunder and any Preferred Securities issued 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 Over-Allotment Option by Option; and
(ii) the Representative. The Over-Allotment Option granted hereby may be exercised by designation the giving of oral notice "__% Common Securities" and, for all purposes under this Declaration, the defined term the "Common Securities" shall mean both the Common Securities issued initially hereunder and any Common Securities issued pursuant to the Company from requirement of Section 7.13(a)(ii) regarding the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number additional issuance of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for Common Securities on a Pro Rata basis if 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Companyis exercised.
Appears in 1 contract
Samples: Indenture (First Security Capital V)
Over Allotment Option. (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 “Over-Allotment Option”) to purchasepurchase up to [_____] Common Shares, representing fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the aggregate, up to [ ] shares of Common Stock Offering (the “Option Shares”) and ), and/or Warrants to purchase up to [ [_____] shares Common Shares, representing fifteen percent (15%) of Common Stock the Closing Warrants sold as part of the Closing Units sold in the Offering (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) ), 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. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in the Warrant Agent Agreement.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the any 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 any 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 Over-Allotment 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 Shares and/or Option Warrants in any combination thereof within forty-five (45) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 the earlier of (i) 45 days after the Execution Date and (ii) 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 PC Fox Rothschild 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] _____1 shares of Common Stock (the “Option Shares”) and Warrants to purchase up to [ ] ____2 shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] 308,571 shares of Common Stock (the “Option Shares”) and ), Series 1 Warrants to purchase up to [ ] 308,571 shares of Common Stock (the “Series 1 Option Warrants”), and Series 2 Warrants to purchase up to 308,571 shares of Common Stock (the “Series 2 Option Warrants” and collectively with the Series 1 Option Warrants, the “Option Warrants” and, collectively together with the Option Shares, the “Option Securities”) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Series 1 Warrant Purchase Price and Series 2 Warrant Purchase Price, respectively.
(b) In connection with an exercise of the Over-Allotment 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 purchased, (b) the purchase price to be paid for the Series 1 Option Warrants is equal to the product of the Series 1 Warrant Purchase Price multiplied by the number of Series 1 Option Warrants to be purchased and (c) the purchase price to be paid for the Series 2 Option Warrants is equal to the product of the Series 2 Warrant Purchase Price multiplied by the number of Series 2 Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. On each Option Closing Date, if any, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of EGS or such other location as the Company and Representative shall mutually agree.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment 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”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 Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(1) 15% of the Closing Shares and shares underlying the Closing Preferred Shares and the Closing Warrants.
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 three (23) 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [ ] shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the Offering (the “Option Shares”) and ), and/or Warrants to purchase up to [ ] shares of Common Stock Stock, representing fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the Offering (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) ), 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. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in the Warrant Agent Agreement.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the any 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 any 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 Over-Allotment 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 Shares and/or Option Warrants in any combination thereof within forty-five (45) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 the earlier of (i) 45 days after the Execution Date and (ii) 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, and shall be consummated remotely via the exchange of funds, documents and signatures, or, at the option of the parties, at the offices of PC Xxxxxx Xxxxxxx & Xxxxx LLP 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] 1,666,666 shares of Common Stock (the “Option Shares”) and Warrants to purchase up to [ ] 1,666,666 shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 three (23) 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] shares ______ additional Shares of Common Stock (the “Option Shares”at a purchase price of $_____ per share) and and/or Series H Warrants (at a purchase price of $ _____ per Series H Warrant) to purchase up to [ ] shares _______ Shares of Common Stock, Series I Warrants (at a purchase price of $___ per Series I Warrant) to purchase up to ______ Shares of Common Stock, and/or Series J Warrants (at a purchase price of $___ per Series J Warrant) to purchase up to ______ Shares of Common Stock or any combination thereof, as determined by the underwriters (the “Option Warrants” and, collectively with the Option Sharescollectively, the “Option Securities”) 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 Over-Allotment Option, (a) Option the purchase price to be paid for the Option Shares Securities is equal to the product of the Share Purchase Price applicable purchase price of such Option Security, as the case may be, multiplied by the number of such Option Shares Securities 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 Securities 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 (2one(1) full Business Days Day 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 PC Mintz 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 Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants Securities specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. On each Option Closing Date, if any, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Securities and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of Mixxx xr such other location as the Company and Representative shall mutually agree.
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Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] shares of Common Stock 571,646 Ordinary Shares (the “Option Shares”) and Warrants to purchase up to [ ] shares of Common Stock 571,646 Ordinary Shares (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) 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 Over-Allotment 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 Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Samples: Underwriting Agreement (GLORY STAR NEW MEDIA GROUP HOLDINGS LTD)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ [_____] Units (the “Option Units”), consisting of [_____] shares of Common Stock (the “Option Shares”) and Series A Warrants to purchase up to [ [____] shares of Common Stock (collectively, the “Option Warrants” and, collectively together with the Option Units and the Option Shares, the “Option Securities”) 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 Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing DateDate (as defined below), the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC Xxxx 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. 1 15% of the Closing Shares and/or Closing Warrants.
Appears in 1 contract
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] shares of Common Stock (the “Option Shares”) and Series A Warrants to purchase up to [ ] shares of Common Stock and Series B Warrants to purchase up to shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”Securities”)(1) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Series A/B Warrant Purchase Price, respectively.
(b) In connection with an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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) 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 Over-Allotment Option by the Representative. The Over-Allotment 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 or
(1) 15% of the Closing Shares (and shares underlying the Preferred Stock) and the Closing Warrants. 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
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Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, warranties and covenants herein and subject to the Representative conditions herein,
(i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ up to [●] additional shares of Common Stock Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares”) and and/or up to [●] additional Warrants to purchase up to [ an aggregate of an additional [●] shares of Common Stock Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants” and”). The purchase price to be paid per Option Share shall be equal to the price per Closing Unit set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-Allotment Option may be elected with respect to, collectively with at the Underwriter’s sole discretion, Option Shares and Option Warrants together, solely Option Shares, solely Option Warrants, or any combination thereof (each an “Option Security” and collectively, the “Option Securities”) which may ). The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the “Underlying Shares.” The Securities and the Underlying Shares shall be purchased issued directly by the Company and shall have the rights and privileges described in any combination of the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. The Closing Warrants, the Option Shares and/or Option Warrants Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and Issuer Direct Corporation as warrant agent. at the Share Purchase Price and/or Warrant Purchase PriceUnderwriter’s sole discretion, respectivelythe Option Shares. The offering and sale of the Securities is herein referred to as the “Offering”.
(bii) In connection with upon an exercise of the Over-Allotment 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 (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 Over-Allotment Option by the Representative. The Over-Allotment 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchaseissue and sell the Option Securities to the Underwriter indicated in the Over-Allotment Exercise Notice;
(iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the number forty-fifth (45th) day following the date of Option Shares and/or Option Warrants specified in such noticethe Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Representative Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Securities;
(C) the names and denominations in which the Option Securities are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by written notice wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of Kxxxxxx & Cxxxxxx, P.C. at 11:00 a.m. Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Common Stock equal to 5.0% of the aggregate number of shares of the Company’s common stock sold in the Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Firm Shares in the public Offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per share of Common Stock in the Offering. The Underwriter’s Warrant and the Common Stock issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Common Stock during the 180-day period after the commencement of sales of the Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the public Offering to anyone other than (A) an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter or of any the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.
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Samples: Underwriting Agreement (Curative Biotechnology Inc)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securitiesallotments, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ [*] shares additional ADSs and/or Pre-funded Warrants in the aggregate equal to 15.0% of Common Stock the Closing Units purchased in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [*] additional Non-Exchangeable Warrants (“Option Non-Exchangeable Warrants”) and Warrants to purchase and/or up to [ [*] shares of Common Stock Exchangeable Warrants (“Option Exchangeable Warrants,” and together with the Option Non-Exchangeable Warrants, ,the “Option Warrants” and”), collectively with equal to 15.0% of the Option Shares, the “Option Securities”) which may be losing Units purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectivelyoffering form the Company.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the per Option Shares is Share shall be equal to the product of price per Closing Common Unit (less $[*] allocated to the Share Purchase Price multiplied by Non-Exchangeable Warrant and $[*] allocated to the number of Option Shares to be purchased and (bExchangeable Warrant) set forth in Section 2.1(b) hereof, the purchase price to be paid for the per Option Warrants is Pre-Funded Warrant shall be equal to the product of price per Closing Common Unit (less $[*] allocated to the Non-Exchangeable Warrant Purchase Price multiplied by and $[*] allocated to the number of Option Warrants (Exchangeable Warrant) set forth in Section 2.1(b) hereof and the aggregate purchase price to be paid on per Option Warrant shall be equal to $[*] per Option Warrant.. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and/or Option Pre-Funded Warrants and/or Option Non-Exchangeable Warrants and or Option Exchangeable Warrants, , in any combination thereof, up to the total amounts of each set forth in Section 2.2(a) above (each, an “Option Closing DateSecurity” and collectively, the “Option Closing Purchase PriceSecurities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary ADSs issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Underwriter 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 The Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the RepresentativeUnderwriter. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, 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 Securities to be purchased and the date and time for delivery of and payment for the such 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 RepresentativeUnderwriter but in no event later than [*], 2023 at the offices of PC SRF or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. 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 Over-Allotment Option, the Company will become obligated to convey to the UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of Option Shares and/or Option Warrants Securities specified in such notice. The Representative Underwriter may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
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Samples: Underwriting Agreement (BiondVax Pharmaceuticals Ltd.)
Over Allotment Option. (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 “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] _____ shares of Common Stock (the “Option Shares”) and and/or Common Warrants to purchase up to [ ] ____ shares of Common Stock (the “Option Common Warrants” and, collectively with the Option Shares, the “Option Securities”) Securities”)1 which may be purchased in any combination of Option Shares and/or Option Common Warrants at the Share Purchase Price and/or Common Warrant Purchase Price, respectively. _______________ 1 15% of the sum of the Closing Shares and the shares of Common Stock underlying the Closing Prefunded Warrants and 15% of the Closing Common Warrants.
(b) In connection with an exercise of the Over-Allotment 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 Common Warrants is equal to the product of the Common Warrant Purchase Price multiplied by the number of Option Common Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment 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 thirty (4530) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral written notice to the Company from the Representative, which must may be confirmed in writing delivered by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Common 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 earlier than the Closing Date and 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 PC 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 Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Common Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
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