Common use of Over Allotment Option Clause in Contracts

Over Allotment Option. (a) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment Option, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Option. (b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 2 contracts

Samples: Underwriting Agreement (Dirtt Environmental Solutions LTD), Underwriting Agreement (Dirtt Environmental Solutions LTD)

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Over Allotment Option. (a) The Corporation Subject to the terms and conditions hereinafter stated and upon the basis of the representations, warranties and agreements set forth herein, the Company hereby grants to the UnderwritersRepresentative and its designees an option to purchase from the Company, solely for the purpose of covering over-allotmentsallotments in connection with the distribution and sale of the Firm Shares, if any, all or any portion of the Option Shares for market stabilization purposes, a period of thirty (30) days from the Over-Allotment Option date hereof at the Purchase Price per share set forth in Section 3(a) hereof less an amount per share equal to purchase any dividends or distributions declared by the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part at any time or times Company and payable on or before 5:00 p.m. (Calgary time) each Firm Share but not on the date that is 30 days following the Closing DateOption Shares. For greater certainty, the Underwriters Option Shares shall be paid purchased from the Underwriting Fee in respect Company for the accounts of the sale of any Over-Allotment Debentures purchased pursuant several Underwriters in proportion to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which Firm Shares set forth opposite such Underwriter’s name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Representative so that no Underwriter shall be obligated to purchase fractional Option Shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. Any exercise notice shall specify the number of Option Shares to be purchased by the Underwriters wish and the date on which such shares are to purchasebe purchased. If Each purchase date must be at least two business days (unless the Underwriters exercise Company shall agree to a shorter period) after the Over-Allotment Option, written notice is given and may not be earlier than the Underwriters shall, on closing date for the Closing Date of the Over-Allotment Option, which shall be a date that is not less Firm Shares nor later than three Business Days and not more than five Business Days ten business days after the date of such notice. Option Shares may be purchased as provided in Section 3 hereof solely for the Overpurpose of covering over-Allotment Notice (such day to be specified by allotments made in connection with the Lead Underwriter, on behalf offering of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment OptionFirm Shares. (b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 2 contracts

Samples: Underwriting Agreement (Independence Realty Trust, Inc), Underwriting Agreement (Independence Realty Trust, Inc)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part Option, may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation Company not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares, as the case may be, to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of delivery of such notice (except to the extent a shorter or longer period shall be agreed to by the Company). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Company will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering. (2) In the event that the Over-Allotment Notice (such day to be specified by Option is exercised in accordance with its terms, the Lead Underwriter, on behalf closing of the Underwriters, issuance and sale of that number of Additional Shares in their sole discretion), pay to respect of which the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for Underwriters are exercising the Over-Allotment Debentures so purchased Option shall take place at the Option Closing Time at the offices of XxXxxxxx LLP or at such other place as may be agreed to by wire transferthe Underwriters and the Company. (3) At the Option Closing Time, certified cheque or bank draft the Company shall issue to the Underwriters that number of Additional Shares in Canadian currency against electronic delivery respect of which the Underwriters are exercising the Over-Allotment Debentures purchased, to Option and deposit with CDS or its nominee on behalf of nominee, if requested by CFCC, the Underwriters registered in Additional Shares electronically through the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with system of CDS against payment per Additional Share by wire transfer or certified cheque payable to the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless Company or as otherwise agreed to directed by the Lead Underwriter and the CorporationCompany. (4) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any Upon exercise of the Over-Allotment Option, the number of Flow-Through Shares that may be offered and sold will increase proportionally to such number that will enable Goldcorp to maintain its 12.5% interest in the Company in accordance with the terms of the Goldcorp IROA. (b5) In Concurrently with the event that deliveries and payment under paragraph (3), the Corporation Company shall subdivide, consolidate, reclassify or otherwise change its Debentures during pay the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made Underwriting Fee applicable to the exercise price and Additional Shares and, if applicable, any additional Flow-Through Shares in the manner provided in the tenth paragraph of this letter against delivery of a receipt for that payment. (6) The obligation of the Underwriters to make any payment or delivery contemplated by this Section 16 is subject to the number of Over-Allotment Debentures 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 immediately prior to such subdivision, consolidation, reclassification or changeconditions set forth in Section 15.

Appears in 2 contracts

Samples: Underwriting Agreement (Auryn Resources Inc.), Underwriting Agreement (Auryn Resources Inc.)

Over Allotment Option. (a) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment Option, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Option. (b) In the event that the Corporation Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall subdividebe true and correct as of each Date of Delivery, consolidateand, reclassify at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the (i) President and Chief Executive Officer, (ii) the Executive Vice President and Chief Financial Officer, (iii) Vice President and Treasurer or otherwise change its Debentures during (iv) Vice President–Controller and Chief Accounting Officer of the period Company or of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion of each of Sidley Austin LLP, Xxxxxxx X. Xxxxxxx, General Counsel of the Company and United States Cellular Corporation, Holland & Knight LLP and Xxxxxxxxx & Xxxxxxx LLP, each counsel for the Company, in which form and substance satisfactory to counsel for the Over-Allotment Option is exercisableUnderwriters, appropriate adjustments will be made dated such Date of Delivery, relating to the exercise price Option Underwritten Securities and otherwise to the number same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of Over-Allotment Debentures issuable on exercise thereof Xxxxx Xxxxx LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) A letter from PricewaterhouseCoopers LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Representatives pursuant to Section 5(f) hereof, except that the Underwriters are entitled “specified date” on the letter furnished pursuant 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 immediately this paragraph shall be a date not more than five business days prior to such subdivisionDate of Delivery. (5) Since the time of execution of such Terms Agreement, consolidationthere shall not have occurred a downgrading in, reclassification or changewithdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Appears in 2 contracts

Samples: Underwriting Agreement (Telephone & Data Systems Inc /De/), Underwriting Agreement (Telephone & Data Systems Inc /De/)

Over Allotment Option. (a) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment Option, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Option. (b) In the event that the Corporation Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall subdividebe true and correct as of each Date of Delivery, consolidateand, reclassify at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the President and Chief Executive Officer or otherwise change its Debentures during Executive Vice President and Chief Financial Officer of the period Company and the Chief Accounting Officer or Treasurer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion of each of Sidley Austin LLP, Xxxxxxx X. XxXxxxx, General Counsel of the Company, Xxxxxxx X. Xxxxxxx, General Counsel of United States Cellular Corporation, Holland & Knight LLP and Xxxxxxxxx & Xxxxxxx, each counsel for the Company, in which form and substance satisfactory to counsel for the Over-Allotment Option is exercisableUnderwriters, appropriate adjustments will be made dated such Date of Delivery, relating to the exercise price Option Underwritten Securities and otherwise to the number same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of Over-Allotment Debentures issuable on exercise thereof Xxxxx Xxxxx LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters from PricewaterhouseCoopers LLP and Deloitte & Touche LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letters furnished to the Representatives pursuant to Section 5(f) hereof, except that the Underwriters are entitled “specified date” on the letters furnished pursuant 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 immediately this paragraph shall be a date not more than five business days prior to such subdivisionDate of Delivery. (5) Since the time of execution of such Terms Agreement, consolidationthere shall not have occurred a downgrading in, reclassification or changewithdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Appears in 2 contracts

Samples: Underwriting Agreement (Telephone & Data Systems Inc /De/), Underwriting Agreement (Telephone & Data Systems Inc /De/)

Over Allotment Option. (a) 3.1 The Corporation hereby grants to the Underwriters, for in the purpose respective percentages set out in Section 15.1 of covering over-allotments, if any, or for market stabilization purposesthis Agreement, the Over-Allotment Option to purchase up to an additional 4,825,500 Optional Securities, being 15% of the Over-Allotment Debenturesnumber of Firm Securities at a purchase price per Optional Security equal to the Purchase Price. The Over-Allotment Option is exercisable may be exercised in whole or in part on one occasion prior to its expiry in accordance with the provisions of this Agreement. Delivery of and payment for any Optional Security will be made electronically at any the time (the "Option Closing Time") on the date set out in the written notice of the Lead Underwriters referred to below (the "Option Closing Date") which may occur on the Closing Date but will in no event occur earlier than the Closing Date, nor earlier than two Business Days or times later than five Business Days after the date upon which the Corporation receives written notice from the Lead Underwriters on or before behalf of the Underwriters, setting out the number of Optional Securities to be purchased by the Underwriters, which notice must be received by the Corporation not later than 5:00 p.m. (Calgary Toronto time) on the date that is 30 thirty (30) days following after the Closing Date. For greater certaintyUpon the furnishing of the notice, the Underwriters shall will severally (and not jointly or jointly and severally) be paid committed to purchase, in the Underwriting Fee respective percentages set out in respect Section 15.1 of this Agreement, and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement the number of Optional Securities indicated in the notice. Optional Securities may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the distribution of the sale of any Over-Allotment Debentures purchased Firm Securities and for market stabilization purposes permitted pursuant to Applicable Securities Laws. The Corporation agrees that the number of Optional Securities to be issued upon exercise of the Over-Allotment Option. The Lead UnderwriterOption shall be adjusted for any stock splits, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole consolidations or in part, during the currency thereof by delivering written notice other changes to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on Common Shares after the Closing Date of the Over-Allotment OptionDate, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Optionif any. (b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Underwriting Agreement (Algonquin Power & Utilities Corp.)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part Option, may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation Company not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Company). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Company will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Blake, appropriate adjustments will Xxxxxxx & Xxxxxxx LLP or at such other place as may be made agreed to by the Underwriters and the Company. (3) At the Option Closing Time, the Company shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by CFCC, the Additional Shares electronically through the non-certificated inventory system of CDS against payment per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Company or as otherwise directed by the Company. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Company shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Denison Mines Corp.)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable may be exercised by the Underwriters at any time, in whole or in part at any time or times on or before by delivering notice to the Corporation not later than 5:00 p.m. (Calgary Toronto time) on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date that (the “Option Closing Date”) and time (the “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the same as (but not earlier than) the Closing Date and will not be earlier than three business days nor later than five business days after the date of delivery of such notice, if the Option Closing Date is 30 days following after the Closing Date. For greater certaintyIf the Option Closing Date is the same day as the Closing Date, the Underwriters shall be paid the Underwriting Fee in respect notice of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment OptionOption referred to above may be delivered by 5:00 p.m. (Toronto time) on the second business day prior to the Closing Date. The If any Additional Shares are purchased from the Corporation, each Underwriter agrees, severally and not jointly nor jointly and severally, to purchase such portion of Additional Shares (subject to such adjustments to eliminate fractional shares as the Lead Underwriters may determine) as is set out in Section 18 opposite the name of such Underwriter, on behalf of . (2) In the Underwriters, may exercise event that the Over-Allotment Option from time to timeis exercised in accordance with its terms, in whole or in part, during the currency thereof by delivering written notice to closing of the Corporation (the “Over-Allotment Notice”) specifying the issuance and sale of that number of Over-Allotment Debentures Additional Shares in respect of which the Underwriters wish to purchase. If the Underwriters exercise are exercising the Over-Allotment OptionOption shall take place at the Option Closing Time at the offices referred to in Section 12(1) or at such other place as the Underwriters and the Corporation may agree upon. (3) At the Option Closing Time, the Corporation shall deliver to the Underwriters shall, on definitive share certificate(s) representing the Closing Date Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters Option registered in the name of “CDS & Co.” (or in such other name or names as RBC, on behalf of the Lead Underwriter Underwriters, may direct the Corporation in writing at least 24 hours before the Option Closing Time. Delivery by the Corporation of such Additional Shares shall be made against payment by the Underwriters to be held the Corporation of the aggregate purchase price for such Additional Shares by CDS wire transfer (to a bank account designated by the Corporation to the Underwriters at least 24 hours prior to the Option Closing Time) or as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation and the Corporation) Underwriters, in the City of Calgary, together with a receipt signed by RBC, on behalf of the Underwriters, for such certificate(s). The parties agree that the Underwriters shall apply mutatis mutandis deduct from the aggregate purchase price payable to the issuance Corporation for the Additional Shares in respect of any Over-Allotment Debentures pursuant to any exercise of which the Over-Allotment Option. (b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which Underwriters are exercising the Over-Allotment Option is exercisable, appropriate adjustments will be made an amount equal to the exercise price and Underwriting Fee in respect of such Additional Shares in satisfaction of the Corporation’s obligation to pay the Underwriting Fee in respect of such Additional Shares. (4) The several obligations of the Underwriters to purchase the Additional Shares, if any, hereunder are subject to the number of Over-Allotment Debentures issuable on exercise thereof such that delivery to the Underwriters are entitled on the Option Closing Date of opinions dated the Option Closing Date substantially similar to arrange for the opinions and letters contemplated in Sections 11(1)(a) to (c), certificates dated the Option Closing Date substantially similar to the officer’s certificates contemplated in Sections 11(1)(d) and (e) and such other customary closing certificates and documents as the Underwriters may reasonably request with respect to the existence of the Corporation and other matters related to the sale and issuance of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or changeAdditional Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Transalta Corp)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. E.D.T. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Gowling WLG (Canada) LLP or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$1.80 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Platinum Group Metals LTD)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation Company not later than 12:00 p.m. (Toronto time) on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Company). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Company will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying the Underwriters’ “over-Allotment Debentures pursuant to any exercise of allocation position” (as defined in National Instrument 41-101 – General Prospectus Requirements) in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Sangra Moller LLP or at such other place as may be agreed to by the Underwriters and the Company. (3) At the Option Closing Time, appropriate adjustments will be made the Company shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by Canaccord, the Additional Shares electronically through the non-certificated inventory system of CDS against payment per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Company or as otherwise directed by the Company. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Company shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the twelfth paragraph of this Agreement against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Uranium Royalty Corp.)

Over Allotment Option. (a1) The Corporation Company hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, Underwriter the Over-Allotment Option to purchase additional Units, at the Offering Price, up to an aggregate of 1,500,000 Offered Units (the "Over-Allotment DebenturesUnits") as is equal to fifteen percent (15%) of the aggregate number of Offered Units issued pursuant to the Offering (the "Over- Allotment Option"). Each Over-Allotment Unit is comprised of one Unit Share (an "Over-Allotment Unit Share") and one Unit Warrant (an "Over-Allotment Unit Warrant"), and the terms of such Over-Allotment Unit Shares and Over-Allotment Unit Warrants shall be the same as those Unit Shares and Unit Warrants, respectively, comprising the Offered Units. (2) The Over-Allotment Option is exercisable may be exercised, in whole or in part at any part, and from time or times on or before to time prior to its expiry in accordance with the provisions of this Underwriting Agreement, by the Underwriter, by delivering written notice of exercise to the Company, which notice must be received by the Company not later than 5:00 p.m. (Calgary Vancouver time) on the date that is 30 thirty (30) days following after the Closing Date, such notice to set forth: (a) the aggregate number of Over-Allotment Units to be purchased by the Underwriter; and (b) the closing date for the purchase of Over-Allotment Units (the "Over-Allotment Closing Date"), provided that such closing date shall not be less than three (3) Business Days and no more than seven (7) Business Days following the date of such notice. For greater certaintyUpon the furnishing of the notice, the Underwriters Underwriter shall be paid committed to purchase the Over- Allotment Units and the Company shall be committed to issue and sell in accordance with and subject to the provisions of this Underwriting Fee Agreement, the number of Over-Allotment Units indicated in the notice. Over-Allotment Units may be purchased by the Underwriter only for the purpose of satisfying over- allotments made in connection with the distribution of the Offered Units and for market stabilization purposes permitted pursuant to Canadian Securities Laws. (3) In the event that the Over-Allotment Option is exercised in accordance with its terms, the closing of the issuance and sale of that number of Over-Allotment Units in respect of which the sale of any Underwriter is exercising the Over-Allotment Debentures purchased pursuant Option shall take place electronically or as may be otherwise agreed to by the Underwriter and the Company at 8:30 a.m. (Toronto time) on the applicable Over-Allotment Closing Date or at such other time on the Over-Allotment Closing Date as may be agreed upon in writing by the Company and the Underwriter (the "Over-Allotment Closing Time"). (4) At the Over-Allotment Closing Time, if any, for the exercise of the Over-Allotment Option, subject to the terms and conditions contained in this Underwriting Agreement, the Company shall deliver to the Underwriter a certificate or certificates (or electronic evidence of non-certificated issuance) representing Over-Allotment Units against payment of the aggregate Offering Price therefor by wire transfer on such Over-Allotment Closing Date payable to the Company or if requested, utilize CDS. The Lead UnderwriterCompany will, on behalf of the Underwriters, may exercise at the Over-Allotment Option from time to timeClosing Time, in whole or in part, during and upon such payment of the currency thereof by delivering written notice aggregate Offering Price for the Over- Allotment Units to the Corporation (Company, make payment in full of the “Over-Allotment Notice”) specifying Underwriting Fee which shall be made by the number Company directing the Underwriter to withhold the Underwriting Fee from the payment of Over-Allotment Debentures which the Underwriters wish to purchaseaggregate Offering Price therefor. If the Underwriters exercise Certificates representing the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment Option, which Units shall be a date that registered in such names as the Underwriter may request provided such request is not less than three made two (2) Business Days and not more than five Business Days after the date of the Over-prior to an Over- Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment OptionClosing Date. (b5) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale The obligation of the same number and type Underwriter to make any payment or delivery contemplated by this Section 16 is subject to satisfaction of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or changeconditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement

Over Allotment Option. (ai) The Corporation Company hereby grants to the UnderwritersUnderwriter an option (the "Over-Allotment Option") to purchase from the Company, solely for the purpose of covering over-allotmentsallotments in connection with the sale of Firm Units, if anyall or any portion of the Option Units for a period of forty-five (45) days from the date of this Agreement at the same purchase price payable by the Underwriter for Firm Units as provided in Paragraph 1(a) of this Agreement. The Option Units shall be purchased from the Company, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. account of Underwriter. (ii) The Over-Allotment Option may be exercised during the term thereof by written notice to the Company from the Underwriter. Such notice shall set forth the aggregate number of Option Units as to which the option is exercisable being exercised and the time and date of payment and delivery therefor. Such time and date of delivery shall not be earlier than either the Closing Date (as defined below) or the second business day after the day on which the option shall have been exercised, nor later than the fifth business day after the date of such exercise, as determined by the Underwriter (the "Option Closing Date"). Delivery and payment for such Option Units shall be at the offices set forth below for delivery and payment of the Firm Units. (iii) The obligation of the Underwriter to purchase and pay for any of the Option Units is subject to the accuracy and completeness (as of the date of this Agreement and as of the Option Closing Date) of and compliance in all material respects with the representations and warranties of the Company in this Agreement, to the accuracy and completeness of the statements of the Company or its officers made in any certificate or other documents to be delivered by the Company pursuant to this Agreement, to the performance in all material respects by the Company of its obligations hereunder, to the satisfaction by the Company of the conditions as of the date of this Agreement and as of the Option Closing Date set forth in Paragraph 1(c) of this Agreement and to the delivery to the Underwriter an opinion, certificates and letters dated the Option Closing Date substantially similar in scope to those specified in Paragraph 6 of this Agreement, but with each reference to the "Closing Date" being deemed to be the "Option Closing Date." Notwithstanding the exercise of the Over-Allotment Option, the Underwriter may, at any time prior to the payment for the purchase price of the Option Units, cancel, in whole or in part at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certaintypart, the Underwriters shall be paid the Underwriting Fee in respect exercise of the sale of any Over-Allotment Debentures purchased pursuant Option, in which event, the Underwriter shall only be obligated to purchase and pay for those only Option Units, if any, remaining subject to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment Option, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Optioncancellation. (b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Underwriting Agreement (Activeworlds Com Inc)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option and from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. (Eastern time) on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than two Business Days nor later than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this Agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Blake, appropriate adjustments will Xxxxxxx & Xxxxxxx LLP or at such other place as may be made agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriter, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of C$0.88 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the ninth paragraph of this Agreement against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Gold Standard Ventures Corp.)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option and from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation Company not later than 5:00 p.m. (Eastern time) on the “Over-Allotment Notice”) specifying 30th day after the Closing Date, which notice will specify the number of Over-Allotment Debentures which Additional Shares to be purchased by the Underwriters wish and the date (the "Option Closing Date") and time (the "Option Closing Time") on and at which such Additional Shares are to purchasebe purchased. If Such Option Closing Date may be the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than two Business Days nor later than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Company). Subject to the terms of this Agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 21, and the Corporation) shall apply mutatis mutandis Company will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time electronically or as may be otherwise agreed to by the Underwriters and the Company. (3) At the Option Closing Time, appropriate adjustments will be made the Company shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriter, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of the Offering Price per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Company or as otherwise directed by the Company. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Company shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the ninth paragraph of this Agreement against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 15 is subject to the conditions set forth in Section 14.

Appears in 1 contract

Samples: Underwriting Agreement (Vizsla Silver Corp.)

Over Allotment Option. (a) 3.1 The Corporation hereby grants to the Underwriters, for in the purpose respective percentages set out in Section 15.1 of covering over-allotments, if any, or for market stabilization purposesthis Agreement, the Over-Allotment Option to purchase up to an additional 2,529,000 Optional Securities, being 15% of the Over-Allotment Debenturesnumber of Firm Securities at a purchase price per Optional Security equal to the purchase price per Firm Security. The Over-Allotment Option is exercisable may be exercised in whole or in part on one occasion prior to its expiry in accordance with the provisions of this Agreement. Delivery of and payment for any Optional Security will be made at any the offices of the Corporation’s counsel, at the time (the “Option Closing Time”) on the date set out in the written notice of the Joint Bookrunners referred to below (the “Option Closing Date”) which may occur on the Closing Date but will in no event occur earlier than the Closing Date, nor earlier than two Business Days or times later than five Business Days after the date upon which the Corporation receives written notice from the Joint Bookrunners on or before behalf of the Underwriters, setting out the number of Optional Securities to be purchased by the Underwriters, which notice must be received by the Corporation not later than 5:00 p.m. (Calgary Toronto time) on the date that is 30 thirty (30) days following after the Closing Date. For greater certaintyUpon the furnishing of the notice, the Underwriters shall will severally (and not jointly or jointly and severally) be paid committed to purchase, in the Underwriting Fee respective percentages set out in respect Section 15.1 of this Agreement, and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement the number of Optional Securities indicated in the notice. Optional Securities may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the distribution of the sale of any Over-Allotment Debentures purchased Firm Securities and for market stabilization purposes permitted pursuant to Applicable Securities Laws. The Corporation agrees that the number of Optional Securities to be issued upon exercise of the Over-Allotment Option. The Lead UnderwriterOption shall be adjusted for any stock splits, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole consolidations or in part, during the currency thereof by delivering written notice other changes to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on Common Shares after the Closing Date of the Over-Allotment OptionDate, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Optionif any. (b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Underwriting Agreement (Algonquin Power & Utilities Corp.)

Over Allotment Option. (a) 11.1 The Corporation hereby grants to the Underwriters, for in the purpose respective percentages set out in Section 6 of covering over-allotments, if any, or for market stabilization purposesthis Agreement, the Over-Allotment Option to purchase the Over-Allotment Debentures. Additional Shares at the Purchase Price. 11.2 The Over-Allotment Option is exercisable may be exercised in whole or in part at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option and from time to time, time prior to its expiry in whole or in part, during accordance with the currency thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number provisions of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment Option, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified this Agreement by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay by delivering to the Corporation written notice of exercise, setting out the number of Additional Shares to be purchased by the Underwriters, which notice must be received by the Corporation not later than 5:00 p.m. (or as they may otherwise direct), as applicableToronto time) on the date that is thirty (30) days after the Closing Date. Upon furnishing of the notice, the aggregate Underwriters will severally (and not jointly nor jointly and severally) be committed to purchase price the Additional Shares in the respective percentages set out in Section 6 of this Agreement and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the distribution of the Purchased Shares and for market stabilization purposes permitted pursuant to Applicable Securities Laws. 11.3 In the event that the Over-Allotment Debentures so Option is exercised by the Underwriters and any of the Additional Shares are purchased by wire transferthe Underwriters, certified cheque the closing shall take place at the offices mentioned in Section 8 above, or bank draft in Canadian currency against electronic delivery of at such other place as shall be agreed upon by the Underwriters and the Corporation, on each Over-Allotment Debentures purchased, to CDS or its nominee Closing Date. 11.4 At the Closing Time on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any an Over-Allotment Debentures pursuant to any Closing Date, if any, for the exercise of the Over-Allotment Option, subject to the terms and conditions contained in this Agreement, the Corporation shall deliver to the Underwriters a certificate or certificates representing Additional Shares against payment of the aggregate Purchase Price by wire transfer on such Over-Allotment Closing Date payable to the Corporation or, if requested, utilize the NCI System. The Corporation will, at the Closing Time on such Over-Allotment Closing Date, and upon such payment of the aggregate Purchase Price for the Additional Shares to the Corporation, make payment in full of the Underwriters' Fee and the Underwriters' Expenses relating to the Additional Shares purchased, which shall be made by the Corporation directing the Underwriters to withhold the Underwriters' Fee and the Underwriters' Expenses relating to the Additional Shares purchased from the payment of the aggregate Purchase Price for the Additional Shares. Certificates representing the Additional Shares shall be registered in such names as the Underwriters may request provided such request is made two (2) Business Days prior to an Over-Allotment Closing Date. (b) 11.5 The closing of the Over-Allotment Option shall be conditional upon the conditions of closing set forth in Section 7 being satisfied at the Closing Time on the Over-Allotment Closing Date. 11.6 In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price Purchase Price and to the number of Over-Allotment Debentures Additional Shares 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Underwriting Agreement (Orla Mining Ltd.)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriter at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. E.D.T. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriter and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Corporation). Subject to the terms of this agreement, upon the Underwriter furnishing this notice, the Underwriter will be committed to purchase, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriter only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering or for market stabilization purposes. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriter is exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Gowling WLG (Canada) LLP or at such other place as may be agreed to by the Underwriter and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriter that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for Underwriter is exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Underwriter, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$1.30 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriter to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Platinum Group Metals LTD)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option and from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation (not later than 5:00 p.m. on the “Over-Allotment Notice”) specifying 30th day after the Closing Date, which notice will specify the number of Over-Allotment Debentures which Additional Shares to be purchased by the Underwriters wish and the date (the "Option Closing Date") and time (the "Option Closing Time") on and at which such Additional Shares are to purchasebe purchased. If Such Option Closing Date may be the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than two Business Days nor later than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this Agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Cxxxxxx Xxxxx & Bxxxxxxxx LLP or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriter, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$22 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the ninth paragraph of this Agreement against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Lithium Americas Corp.)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this Agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place virtually at the Option Closing Time. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$14.65 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Mag Silver Corp)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation Company not later than 12:00 p.m. (Toronto time) on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Company). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Company will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying the Underwriters’ “over-Allotment Debentures pursuant to any exercise of allocation position” (as defined in National Instrument 41-101 – General Prospectus Requirements in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Xxxxxxx Xxxxx & Xxxxxxxxx LLP or at such other place as may be agreed to by the Underwriters and the Company. (3) At the Option Closing Time, appropriate adjustments will be made the Company shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by BMO, the Additional Shares electronically through the non-certificated inventory system of CDS against payment per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Company or as otherwise directed by the Company. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Company shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the twelfth paragraph of this Agreement against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Sandstorm Gold LTD)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Stikeman Elliott LLP or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$7.30 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Mag Silver Corp)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option and from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. (Eastern Time) on the “Over-Allotment Notice”) specifying 30th day after the Closing Date, which notice will specify the number of Over-Allotment Debentures which Additional Units to be purchased by the Underwriters wish and the date (the "Option Closing Date") and time (the "Option Closing Time") on and at which such Additional Units are to purchasebe purchased. If Such Option Closing Date may be the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than two Business Days nor later than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this Agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Units indicated in the notice. Additional Units may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Units in respect of which the Underwriters are exercising the Over-Allotment Option shall take place at the Option Closing Time at the offices of Xxxxxxx Xxxxx & Xxxxxxxxx LLP or at such other place as may be agreed to by the Underwriters and the Corporation; provided that separate certificates (in physical or electronic form as the Lead Underwriter may advise) shall be issued to or in respect of each U.S. Accredited Investor, if any, that is exercisablepurchasing Additional Units at the Option Closing Time, appropriate adjustments will be made registered in the name of such U.S. Accredited Investor or its nominee or as otherwise directed by the Lead Underwriter. (3) At the Option Closing Time, the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Unit Shares and Warrants in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriter, the Unit Shares and Warrants electronically through the non-certificated inventory system of CDS against payment of C$0.90 per Additional Unit by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Units in the manner provided in the ninth paragraph of this Agreement against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Integra Resources Corp.)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Calgary time) on may be exercised by the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option at any time and from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation Company not later than 12:00 noon (Eastern time) on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than two Business days nor later than three Business Days and not more than five Business Days days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Company). Subject to the terms of this Agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 21, and the Corporation) shall apply mutatis mutandis Company will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation Over-Allotment Option is exercised in accordance with its terms, the closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over- Allotment Option shall subdividetake place at the Option Closing Time electronically or as may be otherwise agreed to by the Underwriters and the Company. (3) At the Option Closing Time, consolidate, reclassify or otherwise change its Debentures during the period Company shall issue to the Underwriters that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableand deposit with CDS or its nominee, appropriate adjustments will be made if requested by the Lead Underwriter, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of the Offering Price per Additional Share by wire transfer or certified cheque payable to the exercise price Company or as otherwise directed by the Company. (4) Concurrently with the deliveries and payment under paragraph (3), the Company shall pay the Underwriting Commission applicable to the number Additional Shares in the manner provided in the ninth paragraph of Over-Allotment Debentures issuable on exercise thereof such this Agreement against delivery of a receipt for that payment. (5) The obligation of the Underwriters are entitled to arrange for make any payment or delivery contemplated by this Section 15 is subject to 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 immediately prior to such subdivision, consolidation, reclassification or changeconditions set forth in Section 14.

Appears in 1 contract

Samples: Underwriting Agreement (New Gold Inc. /FI)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation Company not later than 12:00 p.m. (Toronto time) on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Company); provided that if the Option Closing Date is the same as the Closing Date, such notice may be given by the Underwriters not less than 48 hours prior to the Closing Time. Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Company will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Blake, appropriate adjustments will Cxxxxxx & Gxxxxxx LLP or at such other place as may be made agreed to by the Underwriters and the Company. (3) At the Option Closing Time, the Company shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriter, the Additional Shares electronically through the non-certificated inventory system of CDS against payment per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Company or as otherwise directed by the Company. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Company shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the twelfth paragraph of this Agreement against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Skeena Resources LTD)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option and from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation (not later than 5:00 p.m. on the “Over-Allotment Notice”) specifying 30th day after the Closing Date, which notice will specify the number of Over-Allotment Debentures which Additional Shares to be purchased by the Underwriters wish and the date (the "Option Closing Date") and time (the "Option Closing Time") on and at which such Additional Shares are to purchasebe purchased. If Such Option Closing Date may be the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than two Business Days nor later than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this Agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Xxxxxxx Xxxxx & Xxxxxxxxx LLP or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Co-lead Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$0.66 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the ninth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Integra Resources Corp.)

Over Allotment Option. (ai) The Corporation Company hereby grants to the UnderwritersUnderwriter an option (the "Over-Allotment Option") to purchase from the Company, solely for the purpose of covering over-allotmentsallotments in connection with the sale of Firm Units, if anyall or any portion of the Option Units for a period of forty-five (45) days from the date of this Agreement at the same purchase price payable by the Underwriter for Firm Units as provided in Paragraph 1(a) of this Agreement. The Option Units shall be purchased from the Company, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. account of Underwriter. (ii) The Over-Allotment Option may be exercised during the term thereof by written notice to the Company from the Underwriter. Such notice shall set forth the aggregate number of Option Units as to which the option is exercisable being exercised and the time and date of payment and delivery therefor. Such time and date of delivery shall not be earlier than either the Closing Date (as defined below) or the second business day after the day on which the option shall have been exercised, nor later than the fifth business day after the date of such exercise, as determined by the Underwriter (the "Option Closing Date"). Delivery and payment for such Option Units shall be at the offices set forth above for delivery and payment of the Firm Units. (iii) The obligation of the Underwriter to purchase and pay for any of the Option Units is subject to the accuracy and completeness (as of the date of this Agreement and as of the Option Closing Date) of and compliance in all material respects with the representations and warranties of the Company in this Agreement, to the accuracy and completeness of the statements of the Company or its officers made in any certificate or other documents to be delivered by the Company pursuant to this Agreement, to the performance in all material respects by the Company of its obligations hereunder, to the satisfaction by the Company of the conditions as of the date of this Agreement and as of the Option Closing Date, set forth in Paragraph 1(c) of this Agreement and to the delivery to the Underwriter an opinion, certificates and letters dated the Option Closing Date substantially similar in scope to those specified in Paragraph 6 of this Agreement, but with each reference to the "Closing Date" being deemed to be the "Option Closing Date." Notwithstanding the exercise of the Over-Allotment Option, the Underwriter may, at any time prior to the payment for the purchase price of the Option Units, cancel, in whole or in part at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certaintypart, the Underwriters shall be paid the Underwriting Fee in respect exercise of the sale of any Over-Allotment Debentures purchased pursuant Option, in which event, the Underwriter shall only be obligated to purchase and pay for those only Option Units, if any, remaining subject to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment Option, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Optioncancellation. (b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Underwriting Agreement (Muse Technologies Inc)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Stikeman Elliott LLP or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$17.15 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Mag Silver Corp)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of delivery of such notice. Upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22 and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering. (2) In the event that the Over-Allotment Notice Option is exercised in accordance with its terms, the closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option shall take place at the Option Closing Time at the offices of the Corporation’s Counsel in Toronto, Ontario or at such other place as may be agreed to by the Underwriters and the Corporation. (such day 3) At the Option Closing Time, the Corporation shall issue to the Underwriters that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option and deliver or cause to be specified by delivered to the Lead UnderwriterRepresentatives, on behalf of the Underwriters, Underwriters one global certificate in their sole discretion), pay to definitive form representing the Corporation (or as they may otherwise direct), as applicable, Additional Shares in respect of which the aggregate purchase price for Underwriters are exercising the Over-Allotment Debentures so purchased by wire transferOption, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of CDS & Co.” Co. (or in such other name or names as the Lead Underwriter may direct Underwriters notify the Corporation not less than 24 hours prior to be held by CDS as the Option Closing Time) against delivery of a non-certificated inventory in accordance with the rules receipt for those certificates and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to payment by the Lead Underwriter and the Corporation) shall apply mutatis mutandis Underwriters to the issuance Corporation of any Over-Allotment Debentures pursuant to any exercise $17.25 per Additional Share in respect of which the Underwriters are exercising the Over-Allotment Option. (b4) In Concurrently with the event that deliveries and payment under paragraph (3), the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during pay the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made Underwriting Fee applicable to the exercise price and Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or delivery contemplated by this Section 15 is subject to the number following conditions being fulfilled at or prior to the Option Closing Time: (a) the Underwriters shall have received a certificate dated the Option Closing Date, addressed to the Underwriters and the Underwriters’ Counsel, signed by the President and Chief Executive Officer and the Chief Financial Officer of Over-Allotment Debentures issuable the Corporation, or such other officers of the Corporation as the Underwriters may approve, certifying for and on exercise thereof behalf of the Corporation, without personal liability, the matters set out in Section 14(a); (b) the Underwriters shall have received a favourable legal opinions from the Corporation’s Counsel, addressed to the Underwriters and the Underwriters’ Counsel and dated the Option Closing Date, in form and substance satisfactory to the Underwriters’ Counsel, acting reasonably, with respect to all such matters as the Underwriters may reasonably request, including the matters described in Section 14(a) and (b), it being understood that the Underwriters are entitled Corporation’s Counsel may rely, to arrange for the sale extent appropriate in the circumstances, on certificates of officers of the same number Corporation or its subsidiaries with respect to factual matters not independently established, and type on the opinions of securities that local counsel (which shall be addressed to the Underwriters would and Underwriters’ Counsel and signed copies of which shall be delivered to the Underwriters and Underwriters’ Counsel) acceptable to the Underwriters’ Counsel, acting reasonably, with respect to matters other than those governed by the laws of Ontario, Alberta and Québec and the federal laws of Canada applicable therein, and that Underwriters’ Counsel may rely on the opinion of the Corporation’s Counsel as to matters which relate specifically to the Corporation and its Subsidiaries; (c) the Underwriters shall have otherwise arranged for had they exercised received favourable legal opinions from the Underwriters’ Counsel, addressed to the Underwriters and dated the Option Closing Date, in form and substance to the Underwriters, acting reasonably, with respect to all such Over-Allotment matters as the Underwriters may reasonably request relating to the distribution of the Additional Shares, it being understood that Underwriters’ Counsel may rely, to the extent appropriate in the circumstances, on certificates of officers of the Corporation or its subsidiaries with respect to factual matters not independently established; (d) the Underwriters shall have received an auditor’s comfort letter dated the Option immediately Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, based on a review not more than two business days prior to such subdivision, consolidation, reclassification or changethe Option Closing Date updating the comfort letter to be delivered to the Underwriters and the directors of the Corporation pursuant to Section 6(3)(b)(ii) and any similar comfort letters to be delivered pursuant to Section 14(f).

Appears in 1 contract

Samples: Underwriting Agreement (Cameco Corp)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Calgary time) on may be exercised by the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead UnderwriterUnderwriters, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to at any time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Corporation). Subject to the terms of this agreement, upon the Lead Underwriter Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Xxxxxxx, appropriate adjustments will Xxxxx & Xxxxxxxxx LLP or at such other place as may be made agreed to by the Lead Underwriters and the Corporation. (3) At the Option Closing Time, the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$2.80 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (New Gold Inc. /FI)

Over Allotment Option. (a1) The Corporation hereby grants Company has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment DebenturesAdditional Shares at a price of $2.05 per Additional Share. The Over-Allotment Option is exercisable in whole or in part part, at the sole discretion of the Underwriters, at any time or times on or before 5:00 p.m. (Calgary Toronto time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency exercise period thereof by delivering written notice to the Corporation Company (the “Over-Allotment Notice”) to that effect and specifying the number of Over-Allotment Debentures Additional Shares which the Underwriters wish to purchase. If Unless otherwise agreed by the Underwriters exercise Company and the Underwriters, each acting reasonably, the Over-Allotment Option, Closing Date shall be the third Business Day after the Over-Allotment Notice is delivered to the Company (but in no event later than 30 days after the Closing Date). The Underwriters shall, on the Closing Date of the Over-Allotment Option, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion)Closing Date, pay to the Corporation (or as they may otherwise direct), as applicable, Company the aggregate purchase price for the Over-Allotment Debentures Additional Shares so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of dated the Over-Allotment Debentures purchased, to CDS Closing Date against delivery of one or its nominee on behalf of more certificates in definitive form representing the Underwriters Additional Shares registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter Underwriters may direct not less than 24 hours prior to be held by CDS as a non-certificated inventory in accordance with the rules and procedures Time of CDSClosing. The applicable terms, conditions and provisions of this Underwriting Agreement (including, without limitation, including the provisions of Section 5 6 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the CorporationClosing deliveries) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures Additional Shares pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. (b2) In the event that the Corporation Company shall subdivide, consolidate, reclassify or otherwise change its Debentures outstanding common shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise offering price and to the number of Over-Allotment Debentures Additional Shares 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Underwriting Agreement (Lundin Mining CORP)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option and from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this Agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Xxxxxxx Xxxxx & Xxxxxxxxx LLP or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of $16.60 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the ninth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Silver Wheaton Corp.)

Over Allotment Option. (a) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead UnderwriterAgent, on behalf of the UnderwritersAgents, may exercise the Over-Allotment Option at any time and from time to time, in whole or in part, during the currency thereof by delivering written notice time prior to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Option Expiry Date by delivery of the Over-Allotment OptionNotice not later than two Business Days prior to exercise, specifying the number of Additional Units or Additional Warrants in respect of which the Over-Allotment Option is being exercised and the Over-Allotment Closing Date, and the amount, determined as at the closing of the Offering, by which the aggregate number of Units that were sold by the Agents exceeds the maximum Offering of Units. The Over-Allotment Option Closing Date shall be a date that is determined by the Lead Agents but shall not less be earlier than three two Business Days and not more or later than five seven Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchasedNotice and, in any event, shall not be earlier than the Closing Date. (b) Upon receipt of an Over-Allotment Notice of the Agents, the Corporation shall become obligated to CDS sell the number of Additional Units or its nominee Additional Warrants, as applicable, set out in the Over-Allotment Notice at the Over-Allotment Closing Time in accordance with this Agreement and the Securities Laws and U.S. Securities Laws, as applicable, against delivery of payment by the Lead Agent, on behalf of the Underwriters registered Agents, of the purchase price for such Additional Units or Additional Warrants by wire transfer or other similar payment mechanism payable to the order of the Corporation in Canadian funds, less the name amount of “CDS & Co.” the Agents’ Fee with respect to the Additional Units or Additional Warrants (it being understood that the Corporation shall issue Compensation Options to the Agents in such other name as respect of any Additional Units issued and in respect of any Additional Warrants issued) and the Lead Underwriter may direct Agents’ applicable expenses relating to be held by CDS as a nonthe Over-certificated inventory Allotment Option (in accordance with section 19 of this Agreement). (c) At the rules Over-Allotment Option Closing Time, the Corporation shall deliver and procedures the Agents shall have received all of CDSthe certificates, opinions, agreements, materials or other documents specified in section 11 hereof brought forward to and dated the Over-Allotment Option Closing Date. The purchase of the Additional Securities at each Over-Allotment Option Closing Time shall be subject to the accuracy of the representations and warranties of the Corporation contained in this Agreement as of the Over-Allotment Option Closing Time and the performance by the Corporation of its obligations as contemplated by this Agreement, in all material respects, including section 9 hereof. For greater certainty, the applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 section 11 relating to closing Closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation and the CorporationAgents) shall apply mutatis mutandis to the closing of the issuance of any Over-Allotment Debentures Additional Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option. (bd) In the event that the Corporation shall subdivide, consolidate, reclassify consolidate or otherwise change its Debentures during Common Shares prior to the period in Over-Allotment Option Closing Time, the number of Additional Securities into which the Over-Allotment Option is exercisableexercisable shall be similarly subdivided, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures issuable on exercise thereof consolidated or changed such that the Underwriters are Agents would be entitled to arrange for receive the sale equivalent of the same number and type of securities that the Underwriters they would have otherwise arranged for been entitled to receive had they exercised such the Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification consolidation or change. The subscription price per Additional Unit and/or Additional Warrant shall be adjusted accordingly and notice shall be given to the Lead Agents of such adjustment. In the event that the Lead Agents, on behalf of the Agents, shall disagree with the foregoing adjustment, such adjustment shall be determined conclusively by the Corporation’s auditors at the Corporation’s expense. (e) The closing of the purchase and sale of the Additional Units shall be completed at the offices of Xxxxxx Xxxxxxx LLP, in Montreal at the Over-Allotment Option Closing Time, or such other place as mutually agreed by the Corporation and Lead Agent; provided always that any physical certificates representing securities or cheques delivered to the Agents shall be delivered at the offices of legal counsel to the Agents in Toronto, Ontario at the Over-Allotment Option Closing Time.

Appears in 1 contract

Samples: Agency Agreement (Quest Rare Minerals Ltd.)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Gowling Xxxxxxx Xxxxxxxxx LLP or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$0.53 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Platinum Group Metals LTD)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Calgary time) on may be exercised by the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead UnderwriterUnderwriters, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to at any time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Corporation). Subject to the terms of this Agreement, upon the Lead Underwriter Underwriters furnishing this notice to the Corporation pursuant to this Section 16(1), the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Fogler, appropriate adjustments will Xxxxxxxx LLP in Toronto, Ontario or at such other place as may be made agreed to by the Lead Underwriters and the Corporation. (3) At the Option Closing Time, the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$92.50 per Additional Share by wire transfer or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph 16(3), the Corporation shall pay the Underwriting Fee applicable to such subdivision, consolidation, reclassification the Additional Shares in the manner provided in the eighth paragraph of this Agreement against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (FirstService Corp)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of delivery of such notice. Upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 19 and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering. (2) In the event that the Over-Allotment Notice Option is exercised in accordance with its terms, the closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option shall take place at the Option Closing Time at the offices of the Corporation’s counsel in Toronto, Ontario or at such other place as may be agreed to by the Underwriters and the Corporation. (such day 3) At the Option Closing Time, the Corporation shall issue to the Underwriters that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option and deliver or cause to be specified by the Lead Underwriterdelivered to CIBC, on behalf of the Underwriters, one global certificate in their sole discretion), pay to definitive form representing the Corporation (or as they may otherwise direct), as applicable, Additional Shares in respect of which the aggregate purchase price for Underwriters are exercising the Over-Allotment Debentures so purchased by wire transferOption, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” (or in such other name or names as the Lead Underwriter may direct Underwriters notify the Corporation not less than 24 hours prior to be held by CDS as the Option Closing Time) against delivery of a non-certificated inventory in accordance with receipt for the rules certificate and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to payment by the Lead Underwriter and the Corporation) shall apply mutatis mutandis Underwriters to the issuance Corporation of any Over-Allotment Debentures pursuant to any exercise $2.92 per Additional Share in respect of which the Underwriters are exercising the Over-Allotment Option. The parties agree that the Underwriters shall deduct from the aggregate purchase price payable to the Corporation an amount equal to the Underwriting Fee in respect of the Additional Shares in satisfaction of the Corporation’s obligation to pay the Underwriting Fee in respect of such shares. (b4) In The several obligations of the event that Underwriters to purchase the Additional Shares, if any, hereunder are subject to the delivery to CIBC on the Option Closing Date of opinions dated the Option Closing Date substantially similar to the opinions contemplated in Sections 11(1)(a)-(d), certificates dated the Option Closing Date substantially similar to the officer’s certificates contemplated in Section 11(1)(f) and Section 11(1)(g) and such other customary closing certificates and documents as CIBC may reasonably request with respect to the good standing of the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made and other matters related to the exercise price sale and to the number of Over-Allotment Debentures issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale issuance of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or changeAdditional Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Northgate Minerals CORP)

Over Allotment Option. (ai) The Corporation Company hereby grants to the UnderwritersUnderwriter an option (the "Over-Allotment Option") to purchase from the Company, solely for the purpose of covering over-allotmentsallotments in connection with the sale of Firm Shares, if anyall or any portion of the Option Shares for a period of forty-five (45) days from the date of this Agreement at the same purchase price payable by the Underwriter for Firm Shares as provided in Paragraph 1(a) of this Agreement. The Option Shares shall be purchased from the Company, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. account of Underwriter. (ii) The Over-Allotment Option may be exercised during the term thereof by written notice to the Company from the Underwriter. Such notice shall set forth the aggregate number of Option Shares as to which the option is exercisable in whole being exercised and the time and date of payment and delivery therefor. Such time and date of delivery shall not be earlier than either the Closing Date (as defined below) or in part at any time or times the second business day after the day on or before 5:00 p.m. (Calgary time) on which the option shall have been exercised, nor later than the fifth business day after the date that is 30 days following of such exercise, as determined by the Underwriter (the "Option Closing Date"). For greater certainty, the Underwriters Delivery and payment for such Option Shares shall be paid at the Underwriting Fee in respect offices set forth below for delivery and payment of the sale Firm Shares. (iii) The obligation of the Underwriter to purchase and pay for any Over-Allotment Debentures purchased of the Option Shares is subject to the accuracy and completeness (as of the date of this Agreement and as of the Option Closing Date) of and compliance in all material respects with the representations and warranties of the Company in this Agreement, to the accuracy and completeness of the statements of the Company or its officers made in any certificate or other documents to be delivered by the Company pursuant to this Agreement, to the performance in all material respects by the Company of its obligations hereunder, to the satisfaction by the Company of the conditions as of the date of this Agreement and as of the Option Closing Date set forth in Paragraph 1(c) of this Agreement and to the delivery to the Underwriter an opinion, certificates and letters dated the Option Closing Date substantially similar in scope to those specified in Paragraph 6 of this Agreement, but with each reference to the "Closing Date" being deemed to be the "Option Closing Date." Notwithstanding the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf the Underwriter may, at any time prior to the payment for the purchase price of the UnderwritersOption Shares, may exercise the Over-Allotment Option from time to timecancel, in whole or in part, during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment Option, in which event, the Underwriter shall only be a date that is not less than three Business Days obligated to purchase and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriterpay for those only Option Shares, on behalf of the Underwritersif any, in their sole discretion), pay remaining subject to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Option. (b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which the Over-Over- Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures issuable on exercise thereof after 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 immediately prior to such subdivision, consolidation, reclassification or changecancellation.

Appears in 1 contract

Samples: Underwriting Agreement (U Link Inc)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Blake, appropriate adjustments will Xxxxxxx & Xxxxxxx LLP or at such other place as may be made agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of $8.00 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Cardiome Pharma Corp)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this Agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Blake, appropriate adjustments will Xxxxxxx & Xxxxxxx LLP or at such other place as may be made agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$4.95 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the ninth paragraph of this Agreement against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Endeavour Silver Corp)

Over Allotment Option. (a1) The Corporation hereby grants has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debenturesup to 3,300 Additional Debentures with a face value of $1,000 per Additional Debenture. The Over-Over- Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Calgary Toronto time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead UnderwriterUnderwriters, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Additional Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over- Allotment Closing Date of the Over-Allotment Option, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion)Date, pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Additional Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of dated the Over-Allotment Debentures purchased, to CDS or its nominee on behalf Closing Date against delivery evidence of deposit of the Underwriters Additional Debentures via a non-certificated issue or one or more certificates in definitive form representing the Additional Debentures or, registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter Underwriters, on behalf of the Underwriters, may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDSdirect. The applicable terms, conditions and provisions of this Underwriting Agreement (including, without limitation, including the provisions of Section 5 6 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Underwriters and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Additional Debentures pursuant to any exercise of the Over-Over- Allotment Option, except as otherwise agreed by the Corporation and the Underwriters. (b2) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise offering price and to the number of Over-Allotment Additional Debentures 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Underwriting Agreement (Energy Fuels Inc)

Over Allotment Option. (a) 11.1 The Corporation hereby grants has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, Underwriters the Over-Allotment Option to purchase purchase, severally and not jointly and severally, in accordance with the Over-Allotment Debenturespercentages set forth in Section 2.2, the Option Units on the same terms as the Class A Restricted Voting Units as described herein. The Over-Allotment Option is exercisable in whole or in part at any time, and from time or times to time, on or before 5:00 p.m. (Calgary local time) on the date that is 30 days following the Closing Date. For greater certainty, the The Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation (the “Over-Over- Allotment Notice”) not later than two Business Days prior to exercise, specifying the number of Over-Allotment Debentures Option Units which the Underwriters wish to purchasepurchase and the Over-Allotment Closing Date (which date may be the same as the Closing Date but not earlier than the Closing Date). If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment Option, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion)Closing Date, pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures Option Units so purchased net of the amount of $0.09 per Option Unit by wire way of an electronic funds transfer, certified cheque or bank draft in Canadian currency against electronic delivery of and the Over-Allotment Debentures purchasedCorporation shall duly issue, to CDS or its nominee on behalf of register and deliver the Option Units which the Underwriters registered have purchased to the Underwriters in the name form of an electronic deposit pursuant to the non- certificated issue system maintained by CDS & Co.” or in representing the Option Units to such other name CDS instant deposit number(s) as the Lead Underwriter Underwriters may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDSadvise. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures Option Units pursuant to any exercise of the Over-Allotment Option, including the delivery to the Underwriters of the documents referred to in Sections 12.1(d), 12.1(f) and 12.1(g) dated the Over-Allotment Closing Date and such other customary closing certificates and documents as the Underwriters may reasonably request with respect to the good standing of the Corporation and other matters related to the sale and issuance of the Option Units, except as otherwise agreed by the Corporation and the Underwriters. (b) 11.2 In the event that the Corporation shall subdivide, consolidate, reclassify consolidate or otherwise change its Debentures during Class A Restricted Voting Units or Class A Restricted Voting Shares prior to the period in Over-Allotment Closing Time, the number of Option Units into which the Over-Allotment Option is exercisableexercisable shall be similarly subdivided, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures issuable on exercise thereof consolidated or changed such that the Underwriters are would be entitled to arrange for receive the sale equivalent of the same number and type of securities that the Underwriters they would have otherwise arranged for been entitled to receive had they exercised such the Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification consolidation or change. The subscription price shall be adjusted accordingly and notice shall be given to the Underwriters of such adjustment. In the event that the Underwriters shall disagree with the foregoing adjustment, such adjustment shall be determined conclusively by the Corporation’s Auditor at the Corporation’s expense.

Appears in 1 contract

Samples: Underwriting Agreement

Over Allotment Option. (a) 14.1 The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, Agent may exercise the Over-Allotment Option at any time and from time to purchase time prior to the Over-Allotment DebenturesOption Expiry Date by delivery of the Over-Allotment Notice not later than two Business Days prior to exercise, specifying the number of Additional Units and Additional FT Shares in respect of which the Over-Allotment Option is being exercised and the Over-Allotment Option Closing Date. The Over-Allotment Option is exercisable in whole Closing Date shall be determined by the Agent but shall not be earlier than two Business Days or in part at any time or times on or before 5:00 p.m. (Calgary time) on later than seven Business Days after the date that is 30 days following of delivery of the Over-Allotment Notice and, in any event, shall not be earlier than the Closing Date. 14.2 Upon receipt of the Over-Allotment Notice, the Corporation shall become obligated to issue and sell the number of Additional Units and Additional FT Shares set out in the Over- Allotment Notice at the Over-Allotment Option Closing Date in accordance with this Agreement against delivery of payment by the Agent of the aggregate applicable offering price less any amount due pursuant to sections 16 and 19 hereof (it being understood that the Corporation shall grant Agent Compensation Options to the Agent in respect of any Additional Units and Additional FT Shares issued and sold). 14.3 At the Over-Allotment Option Closing Date, the Corporation shall deliver and the Agent shall have received all of the certificates, opinions, agreements, materials or other documents specified in section 12 and 13 hereof brought forward to and dated the Over-Allotment Option Closing Date. The issuance and sale of the Additional Units and Additional FT Shares at each Over-Allotment Option Closing Date shall be subject to the accuracy of the representations and warranties of the Corporation contained in this Agreement as of the Over-Allotment Option Closing Date and the performance by the Corporation of its obligations as contemplated by this Agreement, in all material respects. For greater certainty, the Underwriters applicable terms, conditions and provisions of this Agreement (including the provisions of section 12 and 13 relating to Closing deliveries unless otherwise agreed to by the Corporation and the Agent) shall be paid apply mutadis mutandis to the Underwriting Fee in respect closing of the issuance and sale of any Over-Allotment Debentures purchased the Additional Units and Additional FT Shares pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter. 14.4 In the event the Corporation shall subdivise, on behalf of the Underwriters, may exercise consolidate or otherwise change its Common Shares prior to the Over-Allotment Option from time to timeClosing Date, in whole or in part, during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment Option, which shall be a date that is not less than three Business Days Additional Units and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Option. (b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in Additional FT Shares into which the Over-Allotment Option is exercisableexercisable shall be similarly subdivided, appropriate adjustments will consolidated or changed such that the Agent would be made entitled to receive the exercise price and to equivalent of the number of Over-Allotment Debentures issuable on exercise thereof such Additional Units and Additional FT Shares that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters it would have otherwise arranged for been entitled to receive had they it exercised such the Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification consolidation or change. The offering price per Additional Unit and Additional FT Shares shall be adjusted accordingly and notice shall be given to the Agent of such adjustment. 14.5 The closing of the issuance and sale of the Additional Units and Additional FT Shares shall be completed at the offices of Dentons Canada LLP, in Montréal, Québec, at the Over- Allotment Option Closing Date, or such other place as mutually agreed by the Corporation and the Agent.

Appears in 1 contract

Samples: Agency Agreement

Over Allotment Option. (a1) The Corporation Company hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment DebenturesAdditional Units and/or Additional Shares and/or Additional Warrants (collectively, the “Additional Securities”) at the offering price set forth on the cover page of this Agreement. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Calgary Vancouver time) on the date that is 30 days 30th day following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation Company (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures Additional Securities which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment OptionClosing Date, which shall be a date that is not less than three Business Days and not more than five seven Business Days after the date of the Over-Allotment Notice (such day date to be specified by the Lead Underwriter, on behalf of Underwriters and agreed to by the Underwriters, in their sole discretionCompany), pay to the Corporation (or as they may otherwise direct), as applicable, Company the aggregate purchase price for the Over-Allotment Debentures Additional Securities so purchased by wire transfer, certified cheque or bank draft in Canadian currency payable at par in Vancouver, British Columbia against electronic delivery of one or more certificates in definitive form representing the Additional Common Shares and Additional Warrants comprising the Over-Allotment Debentures purchasedOption, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter on behalf of the Underwriters may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDSdirect. The applicable terms, conditions and provisions of this Underwriting Agreement (including, without limitation, the provisions of Section 5 6 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Underwriters and the CorporationCompany) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures Additional Securities pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Lead Underwriter. (b2) In the event that the Corporation Company shall subdivide, consolidate, reclassify or otherwise change its Debentures Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price Offering price(s) and to the number of Over-Allotment Debentures Additional Securities 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 immediately prior to such subdivision, consolidation, reclassification or change. (3) The Over-Allotment Option may be exercised solely for the purpose of covering the over- allocation position (as such concept is defined in National Instrument 41-101 — General Prospectus Requirements) of the Underwriters created in connection with the offering of the Units.

Appears in 1 contract

Samples: Underwriting Agreement (Sandstorm Gold LTD)

Over Allotment Option. (a) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option Underwriters shall not be under any obligations to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant Additional Shares prior to the exercise of the Over-Allotment Option. The Lead UnderwriterBMO Xxxxxxx Xxxxx Inc. and RBC Dominion Securities Inc., on behalf of the Underwriters, may exercise the Over-Allotment Option from time to timeOption, in whole or in part, during at any time prior to the currency thereof Over-Allotment Option Expiry Date by delivering delivery of written notice to the Corporation of the number of Additional Shares in respect of which the Over-Allotment Option is being exercised and the date for delivery of the Additional Shares (the an “Over-Allotment Option Notice”) specifying the number of ). The Over-Allotment Debentures Option Closing Date shall be determined by BMO Xxxxxxx Xxxxx Inc. and RBC Dominion Securities Inc. but shall not be earlier than two Business Days or later than seven Business Days after delivery of the Over-Allotment Option Notice unless the parties otherwise agree. Upon exercise of the Over-Allotment Option as provided herein, the Corporation shall become obligated to sell the total number of Additional Shares in respect of which the Underwriters wish to purchase. If the Underwriters exercise are exercising the Over-Allotment Option, to each of the Underwriters shalland, on subject to the Closing Date terms and conditions herein set forth, each of the Underwriters, severally and not jointly, shall become obligated to purchase from the Corporation the same percentage of the total number of the Additional Shares in respect of which the Underwriters are then exercising the Over-Allotment Option as such Underwriter is obligated to purchase of the Firm Shares, as adjusted by the Underwriters, if necessary, in such manner as they deem advisable to avoid fractional Additional Shares. The exercise of the Over-Allotment OptionOption by the Underwriters shall constitute a representation and warranty by the Underwriters that the Additional Shares to be issued pursuant thereto are for purposes of covering the “over-allotment position” (as defined in Applicable Securities Laws) of the Underwriters as at the Closing Date. (b) The closing of the purchase and sale of the Additional Shares herein provided for, which if any, shall be a date that is not less than three Business Days and not more than five Business Days after completed at the date offices of Xxxxxxx Xxxxx XXX, Xxxxxxx, Xxxxxxx at the Over-Allotment Notice Option Closing Time. The obligation of the Underwriters to purchase the Additional Shares shall be conditional on the following being delivered to the Underwriters at or before such time: (i) one or more definitive certificates representing in the aggregate the Additional Shares registered in the name of BMO Xxxxxxx Xxxxx Inc., or in such day other name or names as the Underwriters shall notify the Corporation in writing not later than 6:30 a.m. (Calgary time) on the Business Day immediately preceding the Over-Allotment Option Closing Date; (ii) a comfort letter from the Auditors dated the Over-Allotment Option Closing Date and addressed to the Underwriters in form and content satisfactory to the Underwriters bringing the information contained in the comfort letters referred to in paragraph 10(a)(viii) forward to the Over-Allotment Option Closing Time provided that such comfort letters shall be specified based on a review by the Lead UnderwriterAuditors having a cut-off date not more than two Business Days prior to the Over-Allotment Option Closing Date; (iii) written confirmation from the TSX in form and substance satisfactory to the Underwriters that the Additional Shares will be listed and posted for trading on the TSX on the Over-Allotment Option Closing Date subject to compliance with post-closing filing requirements; (iv) the certificates contemplated by Section 10(a)(i) and (ii) dated on the Over-Allotment Option Closing Date; and (v) the requisite legal opinions, letters and certificates as contemplated herein and such further documentation as may be contemplated herein or as Underwriters’ counsel may reasonably require; against payment by the Underwriters to the Corporation of the aggregate purchase price for the Additional Shares by wire transfer, certified cheque(s) or bank draft(s), in immediately available funds, payable on a same day basis at par in the City of Calgary and payment to BMO Xxxxxxx Xxxxx Inc., on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transferbank draft, certified cheque or bank draft in Canadian currency against electronic delivery wire transfer or such other means as the Corporation and the Underwriters may agree, of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf fee set forth in Section 2 in respect of the Additional Shares, provided the Underwriters registered may, in their discretion, deliver the name of “CDS & Co.” or amount payable in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise respect of the Over-Allotment OptionAdditional Shares referred to above net of such fee. (b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Underwriting Agreement (Anderson Energy LTD)

Over Allotment Option. (a) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment DebenturesAdditional Shares. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Calgary Toronto time) on the date that is 30 days 30th day following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures Additional Shares purchased pursuant to the exercise of the Over-Allotment Option. The Lead UnderwriterGMP, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency period thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures Additional Shares which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the date of Closing Date of any exercise of the Over-Allotment Option, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, Underwriters in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures Shares so purchased purchased, less an amount equal to the Underwriting Fee payable in respect of the sale of the Additional Shares, by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of one or more certificates in definitive form representing the Over-Allotment Debentures Additional Shares purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of CDS & Co.” or in such other name as the Lead Underwriter Underwriters 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 be held by CDS issue any of the Additional Shares as a nonbook-certificated inventory 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 Shares, the Underwriters will provide a direction to CDS with respect to the crediting of the Additional Shares to the accounts of participants of CDS as shall be designated by the Underwriters 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 5 11 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Underwriters and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures Additional 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 Debentures shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures Additional Shares 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Underwriting Agreement (Canopy Growth Corp)

Over Allotment Option. (a) 4.1 The Corporation Selling Debentureholder hereby grants to the Underwriters, for in the purpose respective percentages set out in Section 16.1 of covering over-allotments, if any, or for market stabilization purposesthis Agreement, the Over-Allotment Option to purchase up to an additional $150,000,000 Optional Convertible Debentures, at a purchase price per Optional Convertible Debenture equal to the Over-Allotment DebenturesOffering Price. The Over-Allotment Option is exercisable may be exercised in whole or in part on one occasion prior to its expiry in accordance with the provisions of this Agreement. Delivery of and payment for any Optional Convertible Debenture will be made at any the offices of the Corporation's and Selling Debentureholder's Counsel at the time (the "Option Closing Time") on the date set out in the written notice of CIBC and Scotia referred to below (the "Option Closing Date") which may occur on the Closing Date but will in no event occur earlier than the Closing Date, nor earlier than two Business Days or times later than five Business Days after the date upon which the Corporation receives written notice from CIBC and Scotia, on or before behalf of the Underwriters, setting out the number of Optional Convertible Debentures to be purchased by the Underwriters, which notice must be received by the Selling Debentureholder not later than 5:00 p.m. (Calgary Toronto time) on the date that is 30 thirty (30) days following after the Closing Date. For greater certaintyUpon the furnishing of the notice, the Underwriters shall will severally (and not jointly or jointly and severally) be paid committed to purchase, in the Underwriting Fee respective percentages set out in respect Section 16.1 of this Agreement, and the Selling Debentureholder will be committed to sell in accordance with and subject to the provisions of this Agreement the number of Optional Convertible Debentures indicated in the notice. Optional Convertible Debentures may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the distribution of the sale of any Over-Allotment Firm Convertible Debentures purchased and for market stabilization purposes permitted pursuant to applicable Securities Laws. The Corporation agrees that the number of Optional Convertible Debentures to be issued upon exercise of the Over-Allotment Option. The Lead UnderwriterOption shall be adjusted for any stock splits, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole consolidations or in part, during the currency thereof by delivering written notice other changes to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on Common Shares after the Closing Date of the Over-Allotment OptionDate, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Optionif any. (b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Underwriting Agreement (Algonquin Power & Utilities Corp.)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. E.D.T. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering or for market stabilization purposes. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Gowling WLG (Canada) LLP or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$1.46 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Platinum Group Metals LTD)

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Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part Option, may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation Company not later than 5:00 p.m. (Toronto time) on the “Over-Allotment Notice”) specifying 30th day after the Closing Date, which notice will specify the number of Over-Allotment Debentures which Securities to be purchased by the Underwriters wish to purchase. If and the Underwriters exercise date (the "Over-Allotment Option, Closing Date") on and at which such Over-Allotment Securities are to be purchased. Such Over-Allotment Closing Date may be the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Company). Subject to the terms of this agreement, upon the Underwriters furnishing such notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 23, and the Corporation) shall apply mutatis mutandis Company will be committed to issue and sell in accordance with and subject to the issuance provisions of any this Agreement, the number of Over-Allotment Debentures pursuant to any exercise of the Securities indicated in such notice. Over-Allotment OptionSecurities may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering and for market stabilization purposes. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Over-Allotment Securities in respect of which the Underwriters are exercising the Over-Allotment Option is exercisable, appropriate adjustments will be made to shall take place at 8:00 a.m. (Toronto time) on the exercise price and to the number of applicable Over-Allotment Debentures issuable Closing Date or at such other time 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 immediately prior Closing Date as may be agreed upon in writing by the Company and the Lead Underwriter (the "Over-Allotment Closing Time") at the offices of Xxxxxxx Xxxxx & Xxxxxxxxx LLP or at such other place as may be agreed to such subdivision, consolidation, reclassification by the Underwriters and the Company. (3) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 17 is subject to satisfaction of the conditions set forth in Section 16.

Appears in 1 contract

Samples: Underwriting Agreement (Electra Battery Materials Corp)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Gowling Xxxxxxx Xxxxxxxxx LLP or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriter, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of $0.80 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Platinum Group Metals LTD)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation Company not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Company). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Company will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of XxXxxxxx LLP or at such other place as may be agreed to by the Underwriters and the Company. (3) At the Option Closing Time, appropriate adjustments will be made the Company shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriters, the Additional Shares electronically through the non- certificated inventory system of CDS against payment of US$1.85 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Company or as otherwise directed by the Company. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Company shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Northern Dynasty Minerals LTD)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option and from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation Company not later than 5:00 p.m. (Eastern time) on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than two Business Days nor later than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Company). Subject to the terms of this Agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 21, and the Corporation) shall apply mutatis mutandis Company will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time electronically or as may be otherwise agreed to by the Underwriters and the Company. (3) At the Option Closing Time, appropriate adjustments will be made the Company shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of the Offering Price per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Company or as otherwise directed by the Company. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Company shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the ninth paragraph of this Agreement against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 15 is subject to the conditions set forth in Section 14.

Appears in 1 contract

Samples: Underwriting Agreement (Equinox Gold Corp.)

Over Allotment Option. (a) The Corporation Company hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment DebenturesUnits. The Over-Allotment Option is exercisable once, in whole or in part part, at any time or times on or before 5:00 p.m. (Calgary Toronto time) on the date that is 30 days 30th day following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee Commission in respect of the sale of any Over-Allotment Debentures Units purchased pursuant to the exercise of the Over-Allotment Option. The Lead UnderwriterEight Capital, on behalf of the Underwriters, may exercise the Over-Over- Allotment Option from time to timeonce, in whole or in part, during the currency thereof 30-day period described above by delivering written notice to the Corporation Company (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures Units which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on become severally obligated to purchase the Closing Date total number of the Over-Allotment OptionUnits as to which the Underwriters are exercising the Over-Allotment Option in accordance with their respective percentages set out in Section 15 hereof and to pay to the Company the aggregate purchase price for the Over-Allotment Units so purchased, which less an amount equal to the Commission payable in respect of the sale of the Over-Allotment Units, by wire transfer in immediately available funds in Canadian currency against delivery of the Over-Allotment Units in electronic or certificated form (as directed by Eight Capital, on behalf of the Underwriters, in writing), in each case registered in the name of “CDS & Co.” or such other name or names as directed by Eight Capital (on behalf of the Underwriters) in writing. The Over-Allotment closing time (the “Over-Allotment Closing Time”) shall be determined and specified in the Over- Allotment Notice by Eight Capital, on behalf of the Underwriters, but shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwritersand, in their sole discretion)any event, pay to shall not be earlier than the Corporation Closing Date.‌ (or as they may otherwise direct), as applicable, the aggregate purchase price for b) If the Over-Allotment Debentures so purchased by wire transfer, certified cheque Option is exercised as to all or bank draft in Canadian currency against electronic delivery any portion of the Over-Allotment Debentures purchasedUnits, to CDS one or its nominee on behalf of the Underwriters registered more global certificates for such Over-Allotment Units (or their equivalent in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory system of the Company’s registrar and transfer agent), and payment therefor, shall be delivered at the Over-Allotment Closing Time in accordance with the rules manner, and procedures upon the terms and conditions, set forth in Sections 7, 9(a)(iv) and 9(b), except that references therein to the Units, Closing Date and Closing Time shall be deemed, for the purposes of CDSthis paragraph 8(b), to refer to such Over-Allotment Units, the date of Closing the Over-Allotment Option and the Over-Allotment Closing Time, respectively, and the amount payable by the Underwriters to the Company in respect of the exercise of the Over-Allotment Option shall be equal to the number of Over-Allotment Units in respect of which the Over-Allotment Option is exercised multiplied by the Issue Price, and the underwriting fee payable by the Company to the Underwriters in respect of such exercise shall be equal to Commission in respect of such Over-Allotment Units. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 9 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Underwriters and the CorporationCompany) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures Units pursuant to any exercise of the Over-Allotment Option; provided, for greater certainty, that references therein to the Units, Closing Date‌ and Closing Time shall be deemed, for the purposes of this paragraph 8(b), to refer to the Over-Allotment Units as to which the Underwriters are exercising the Over-Allotment Option, the date of Closing the Over- Allotment Option and the Over-Allotment Closing Time, respectively. (bc) In the event that the Corporation Company shall subdivide, consolidate, reclassify or otherwise change its Debentures the Subordinate Voting Shares during the period in which the Over-Allotment Option is exercisableexercisable by the Underwriters, appropriate adjustments will be made to the exercise price Issue Price and to the number of Over-Allotment Debentures Units 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Underwriting Agreement

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part Option, may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation Company not later than 5:00 p.m. (Vancouver time) on the 30th day after the Closing Date, which notice will specify the number of Over-Allotment Shares and/or the number of Over-Allotment Warrants to be purchased by the Underwriters and the date (the “Over- Allotment Closing Date”) on and at which such Over-Allotment Securities are to be purchased. Such Over-Allotment Closing Date may be the same as (but not earlier than) the Closing Date and will not be earlier than three (3) Business Days nor later than five (5) Business Days after the date of delivery of such notice (except to the extent a shorter or longer period shall be agreed to by the Company). Subject to the terms of this Agreement, upon the Underwriters furnishing such notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 23, and the Company will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number of Over-Allotment Securities indicated in such notice. Over-Allotment Securities may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering and for market stabilization purposes. (2) In the event that the Over-Allotment Option is exercised in accordance with its terms, the closing of the issuance and sale of that number of Over-Allotment Securities in respect of which the Underwriters are exercising the Over-Allotment Option shall take place electronically or as may be otherwise agreed to by the Underwriters and the Company at 10:00 a.m. (Vancouver time) on the applicable Over-Allotment Closing Date or at such other time on the Over-Allotment Closing Date as may be agreed upon in writing by the Company and the Lead Underwriter (the “Over-Allotment NoticeClosing Time). (3) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment Option, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf The obligation of the Underwriters registered in the name of “CDS & Co.” to make any payment or in such other name as the Lead Underwriter may direct delivery contemplated by this Section 17 is subject to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise satisfaction of the Over-Allotment Optionconditions set forth in Section 16. (b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Underwriting Agreement

Over Allotment Option. (a) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option Underwriters shall not be under any obligation to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Additional Debentures purchased pursuant prior to the exercise of the Over-Allotment Option. The Lead UnderwriterBMO Xxxxxxx Xxxxx Inc. and RBC Dominion Securities Inc., on behalf of the Underwriters, may exercise the Over-Allotment Option from time to timeOption, in whole or in part, during at any time prior to the currency thereof Over-Allotment Option Expiry Date by delivering delivery of written notice to the Corporation of the number of Additional Debentures in respect of which the Over-Allotment Option is being exercised and the date for delivery of the Additional Debentures (the an “Over-Allotment Option Notice”) specifying the number of ). The Over-Allotment Option Closing Date shall be determined by BMO Xxxxxxx Xxxxx Inc. and RBC Dominion Securities Inc. but shall not be earlier than two Business Days or later than seven Business Days after delivery of the Over-Allotment Option Notice unless the parties otherwise agree. Upon exercise of the Over-Allotment Option as provided herein, the Corporation shall become obligated to sell the total number of Additional Debentures in respect of which the Underwriters wish to purchase. If the Underwriters exercise are exercising the Over-Allotment Option, to each of the Underwriters shalland, on subject to the Closing Date terms and conditions herein set forth, each of the Underwriters, severally and not jointly, shall become obligated to purchase from the Corporation the same percentage of the total number of the Additional Debentures in respect of which the Underwriters are then exercising the Over-Allotment OptionOption as such Underwriter is obligated to purchase of the Firm Debentures, which as adjusted by the Underwriters, if necessary, in such manner as they deem advisable to avoid fractional Additional Debentures. (b) The closing of the purchase and sale of the Additional Debentures herein provided for, if any, shall be a date that is not less than three Business Days and not more than five Business Days after completed at the date offices of Xxxxxxx Xxxxx XXX, Xxxxxxx, Xxxxxxx at the Over-Allotment Notice Option Closing Time. The obligation of the Underwriters to purchase the Additional Debentures shall be conditional on the following being delivered to the Underwriters at or before such time: (i) subject to paragraph (iii) below, one or more definitive certificates representing in the Additional Debentures pursuant to which the Over-Allotment Option shall have been exercised, registered in the name of CDS & Co. or in such day other name or names as the Underwriters shall notify the Corporation in writing not later than 6:30 a.m. (Calgary time) on the second Business Day immediately preceding the Over-Allotment Option Closing Date; (ii) payment to be specified by the Lead UnderwriterBMO Xxxxxxx Xxxxx Inc., on behalf of the Underwriters, by wire transfer or such other means as the Corporation and the Underwriters may agree, of the Underwriters’ Fee in their sole discretion)respect of the Additional Debentures set forth in Section 2; (iii) if the Corporation determines to issue all or part of the Additional Debentures as a book-entry only security in accordance with the rules and procedures of CDS, pay then, as an alternative to the Corporation delivering to the Underwriters definitive certificates representing the Additional Debentures in the manner and at the times set forth in paragraph (or i) above: (A) the Underwriters will provide a direction to CDS with respect to the crediting of the Additional Debentures to the accounts of the participants of CDS as they may otherwise direct), as applicable, shall be designated by the aggregate purchase price for Underwriters in writing in sufficient time prior to the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery Option Closing Date to permit such crediting; and (B) the Corporation shall cause the Debenture Trustee as registrar and transfer agent of the Over-Allotment Debentures purchasedOffered Debentures, to CDS or its nominee deliver to CDS, on behalf of the Underwriters Underwriters, one fully registered global certificate for the Additional Debentures to be purchased hereunder (or such portion of the Additional Debentures that are to be issued as a book entry only security), registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct nominee of CDS, to be held by CDS as a nonbook-certificated inventory entry only security in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Option.; (biv) In a comfort letter from the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which Auditors dated the Over-Allotment Option is exercisable, appropriate adjustments will be made Closing Date and addressed to the exercise price Underwriters in form and content satisfactory to the number of Over-Allotment Debentures issuable on exercise thereof such that Underwriters bringing the Underwriters are entitled information contained in the comfort letters referred to arrange for in paragraph 10(a)(viii) forward to 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 immediately Closing Time provided that such comfort letters shall be based on a review by the Auditors having a cut-off date not more than two Business Days prior to the Over-Allotment Option Closing Date; (v) written confirmation from the TSX in form and substance satisfactory to the Underwriters that the Additional Debentures and the Common Shares issuable upon conversion or redemption or at maturity of the Additional Debentures will be listed and posted for trading on the TSX on the Over-Allotment Option Closing Date subject to compliance with post-closing filing requirements; (vi) the certificates contemplated by Section 10(a)(i) and (ii) dated on the Over-Allotment Option Closing Date; and (vii) the requisite legal opinions, letters and certificates as contemplated herein and such subdivision, consolidation, reclassification further documentation as may be contemplated herein or changeas Underwriters’ counsel may reasonably require.

Appears in 1 contract

Samples: Underwriting Agreement (Anderson Energy LTD)

Over Allotment Option. (ai) The Corporation Company hereby grants to the UnderwritersUnderwriter an option (the "Over- Allotment Option") to purchase from the Company, solely for the purpose of covering over-allotmentsallotments in connection with the sale of Firm Units, if anyall or any portion of the Option Units for a period of forty-five (45) days from the date of this Agreement at the same purchase price payable by the Underwriter for Firm Units as provided in Paragraph 1(a) of this Agreement. The Option Units shall be purchased from the Company, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. account of Underwriter. (ii) The Over-Allotment Option may be exercised during the term thereof by written notice to the Company from the Underwriter. Such notice shall set forth the aggregate number of Option Units as to which the option is exercisable being exercised and the time and date of payment and delivery therefor. Such time and date of delivery shall not be earlier than either the Closing Date (as defined below) or the second business day after the day on which the option shall have been exercised, nor later than the fifth business day after the date of such exercise, as determined by the Underwriter (the "Option Closing Date"). Delivery and payment for such Option Units shall be at the offices set forth above for delivery and payment of the Firm Units. (iii) The obligation of the Underwriter to purchase and pay for any of the Option Units is subject to the accuracy and completeness (as of the date of this Agreement and as of the Option Closing Date) of and compliance in all material respects with the representations and warranties of the Company in this Agreement, to the accuracy and completeness of the statements of the Company or its officers made in any certificate or other documents to be delivered by the Company pursuant to this Agreement, to the performance in all material respects by the Company of its obligations hereunder, to the satisfaction by the Company of the conditions as of the date of this Agreement and as of the Option Closing Date, set forth in Paragraph 1(c) of this Agreement and to the delivery to the Underwriter an opinion, certificates and letters dated the Option Closing Date substantially similar in scope to those specified in Paragraph 6 of this Agreement, but with each reference to the "Closing Date" being deemed to be the "Option Closing Date." Notwithstanding the exercise of the Over-Allotment Option, the Underwriter may, at any time prior to the payment for the purchase price of the Option Units, cancel, in whole or in part at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certaintypart, the Underwriters shall be paid the Underwriting Fee in respect exercise of the sale of any Over-Allotment Debentures purchased pursuant Option, in which event, the Underwriter shall only be obligated to purchase and pay for those only Option Units, if any, remaining subject to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment Option, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Optioncancellation. (b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Underwriting Agreement (Muse Technologies Inc)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option and from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation Company not later than 5:00 p.m. (Eastern time) on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than two Business Days nor later than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Company). Subject to the terms of this Agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 21, and the Corporation) shall apply mutatis mutandis Company will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time electronically or as may be otherwise agreed to by the Underwriters and the Company. (3) At the Option Closing Time, appropriate adjustments will be made the Company shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Joint Bookrunners, or any one of them, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of the Offering Price per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Company or as otherwise directed by the Company. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Company shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the ninth paragraph of this Agreement against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 15 is subject to the conditions set forth in Section 14.

Appears in 1 contract

Samples: Underwriting Agreement (Hudbay Minerals Inc.)

Over Allotment Option. (a) 3.1 The Corporation hereby grants to the Underwriters, for in the purpose respective percentages set out in Section 15.1 of covering over-allotments, if any, or for market stabilization purposesthis Agreement, the Over-Allotment Option to purchase up to an additional 1,509,000 Optional Securities, being 15% of the Over-Allotment Debenturesnumber of Firm Securities at a purchase price per Optional Security equal to the Purchase Price. The Over-Allotment Option is exercisable may be exercised in whole or in part on one occasion prior to its expiry in accordance with the provisions of this Agreement. Delivery of and payment for any Optional Security will be made electronically at any the time (the “Option Closing Time”) on the date set out in the written notice of the Lead Underwriters referred to below (the “Option Closing Date”) which may occur on the Closing Date but will in no event occur earlier than the Closing Date, nor earlier than two Business Days or times later than five Business Days after the date upon which the Corporation receives written notice from the Lead Underwriters on or before behalf of the Underwriters, setting out the number of Optional Securities to be purchased by the Underwriters, which notice must be received by the Corporation not later than 5:00 p.m. (Calgary Montreal time) on the date that is 30 thirty (30) days following after the Closing Date. For greater certaintyUpon the furnishing of the notice, the Underwriters shall will jointly (and not solidarily) be paid committed to purchase, in the Underwriting Fee respective percentages set out in respect Section 15.1 of this Agreement, and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement the number of Optional Securities indicated in the notice. Optional Securities may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the distribution of the sale of any Over-Allotment Debentures purchased Firm Securities and for market stabilization purposes permitted pursuant to Applicable Securities Laws. The Corporation agrees that the number of Optional Securities to be issued upon exercise of the Over-Allotment Option. The Lead UnderwriterOption shall be adjusted for any stock splits, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole consolidations or in part, during the currency thereof by delivering written notice other changes to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on Common Shares after the Closing Date of the Over-Allotment OptionDate, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Optionif any. (b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Underwriting Agreement (Cae Inc)

Over Allotment Option. (a) 3.1 The Corporation hereby grants to the Underwriters, for in the purpose respective percentages set out in Section 15.1 of covering over-allotments, if any, or for market stabilization purposesthis Agreement, the Over-Allotment Option to purchase up to an additional 1,508,250 Optional Securities, being 15% of the Over-Allotment Debenturesnumber of Firm Securities at a purchase price per Optional Security equal to the purchase price per Firm Security. The Over-Allotment Option is exercisable may be exercised in whole or in part on one occasion prior to its expiry in accordance with the provisions of this Agreement. Delivery of and payment for any Optional Security will be made at any the offices of the Corporation’s counsel, at the time (the “Option Closing Time”) on the date set out in the written notice of the Joint Bookrunners referred to below (the “Option Closing Date”) which may occur on the Closing Date but will in no event occur earlier than the Closing Date, nor earlier than two Business Days or times later than five Business Days after the date upon which the Corporation receives written notice from the Joint Bookrunners on or before behalf of the Underwriters, setting out the number of Optional Securities to be purchased by the Underwriters, which notice must be received by the Corporation not later than 5:00 p.m. (Calgary Toronto time) on the date that is 30 thirty (30) days following after the Closing Date. For greater certaintyUpon the furnishing of the notice, the Underwriters shall will severally (and not jointly or jointly and severally) be paid committed to purchase, in the Underwriting Fee respective percentages set out in respect Section 15.1 of this Agreement, and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement the number of Optional Securities indicated in the notice. Optional Securities may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the distribution of the sale of any Over-Allotment Debentures purchased Firm Securities and for market stabilization purposes permitted pursuant to Applicable Securities Laws. The Corporation agrees that the number of Optional Securities to be issued upon exercise of the Over-Allotment Option. The Lead UnderwriterOption shall be adjusted for any stock splits, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole consolidations or in part, during the currency thereof by delivering written notice other changes to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on Common Shares after the Closing Date of the Over-Allotment OptionDate, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Optionif any. (b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Underwriting Agreement (Algonquin Power & Utilities Corp.)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or ‎or in part, during the currency thereof by delivering written notice to the Corporation Company not later than 12:00 p.m. (Toronto ‎time) on the 30th day after the Closing Date, which notice will specify the number ‎of Additional Shares to be purchased by the Underwriters and the date (the ‎‎“Option Closing Date”) and time (the “Over-Allotment NoticeOption Closing Time”) specifying the number of Over-Allotment Debentures on and at which the Underwriters wish ‎such Additional Shares are to purchasebe purchased. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on Such Option Closing Date may be ‎the same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three ‎three Business Days and not more nor later than five Business Days after the date of delivery of ‎such notice (except to the Over-Allotment Notice (such day extent a shorter or longer period shall be agreed to by ‎the Company). Subject to the terms of this agreement, upon the Underwriters ‎furnishing this notice, the Underwriters will be specified by the Lead Underwriter, on behalf of the Underwriterscommitted to purchase, in their sole discretion)the ‎respective percentages set forth in Section 22, pay and the Company will be ‎committed to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory issue and sell in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, subject to the provisions of Section 5 relating to closing deliveries unless otherwise agreed to ‎this Agreement, the number of Additional Shares indicated in the notice. Additional ‎Shares may be purchased by the Lead Underwriter and Underwriters only for the Corporation) shall apply mutatis mutandis to purpose of satisfying ‎the Underwriters’ “over-allocation position” (as defined in National Instrument 41-‎‎101 – General Prospectus Requirements in connection with the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Option.Offering.‎ (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period ‎closing of the issuance and sale of that number of Additional Shares in which respect of ‎which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place ‎at the Option Closing Time at the offices of Sangra Moller LLP or at ‎such other place as may be agreed to by the Underwriters and the Company.‎ (3) At the Option Closing Time, appropriate adjustments will be made the Company shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that ‎Additional Shares in respect of which the Underwriters are entitled exercising the Over-‎Allotment Option and deposit with CDS or its nominee, if requested by BMO, the ‎Additional Shares electronically through the non-certificated inventory system of ‎CDS against payment per Additional Share by wire transfer or certified cheque ‎payable to arrange for the sale Company or as otherwise directed by the Company.‎ (4) Concurrently with the deliveries and payment under paragraph (3), the Company shall ‎pay the Underwriting Fee applicable to the Additional Shares in the manner ‎provided in the twelfth paragraph of this Agreement against delivery of a receipt ‎for that payment.‎ (5) The obligation of the same number and type of securities that Underwriters to make any payment or delivery contemplated by this ‎Section 16 is subject to the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.conditions set forth in Section 15.‎

Appears in 1 contract

Samples: Underwriting Agreement (Uranium Royalty Corp.)

Over Allotment Option. (a) The Corporation hereby grants to the UnderwritersAgents the Over-Allotment Option to purchase the Additional Units, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable exercisable, in whole or in part part, at any time or times on or before 5:00 p.m. (Calgary Toronto time) on the date that which is 30 days following the Closing DateDate at a price per Additional Unit equal to the Issue Price. For greater certainty, the Underwriters Agents shall be paid the Underwriting Fee Commission and shall be issued Compensation Options in respect of the issue and sale of any Over-Allotment Debentures Additional Units purchased pursuant to the exercise of the Over-Allotment Option. . (b) The Lead UnderwriterAgent, on its own behalf and on behalf of the UnderwritersAgents, may exercise the Over-Allotment Option from time to time, in whole or in part, part during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish Additional Units and/or Additional Unit Shares and/or Additional Warrants to purchasebe issued and sold. If the Underwriters Agents exercise the Over-Allotment Option, the Underwriters shall, Agents shall on the Closing Date of for the Over-Allotment OptionOption (the “Over- Allotment Closing Date”), which shall be a date that is not less than three 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 Lead Underwriter, on behalf of the Underwriters, Agents in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased Additional Units and/or Additional Unit Shares and/or Additional Warrants by wire transfer, certified cheque or bank draft in Canadian currency payable at par in Toronto, Ontario against electronic delivery of one or more certificates in definitive form representing the Additional Units, registered as the Agents direct. Such Over-Allotment Debentures purchased, to CDS or its nominee on behalf of Closing Date may be the Underwriters registered in the name of “CDS & Co.” or in such other name same as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with Closing Date, but not later than 30 days following the rules and procedures of CDSClosing Date. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 section 10 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporationdeliveries) shall apply mutatis mutandis to the Closing of the issuance of any Over-Allotment Debentures Additional Units and/or Additional Unit Shares and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option. (bc) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change exchange its Debentures Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price of the Over- Allotment Option and to the number of Over-Allotment Debentures Additional Units and/or Additional Unit Shares and/or Additional Warrants issuable on exercise thereof such that the Underwriters Agents are entitled to arrange offer for the sale of the same number and type of securities that the Underwriters Agents would otherwise have otherwise arranged been entitled to offer for sale had they exercised such Over-Over- Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Agency Agreement (Bridgeport Ventures Inc.)

Over Allotment Option. (a) 3.1 The Corporation hereby grants to the Underwriters, for in the purpose respective percentages set out in Section 15.1 of covering over-allotments, if any, or for market stabilization purposesthis Agreement, the Over-Allotment Option to purchase up to an additional 2,153,250 Optional Securities, being 15% of the Over-Allotment Debenturesnumber of Firm Securities at a purchase price per Optional Security equal to the purchase price per Firm Security. The Over-Allotment Option is exercisable may be exercised in whole or in part on one occasion prior to its expiry in accordance with the provisions of this Agreement. Delivery of and payment for any Optional Security will be made at any the offices of the Corporation’s counsel, at the time (the "Option Closing Time") on the date set out in the written notice of the Joint Bookrunners referred to below (the "Option Closing Date") which may occur on the Closing Date but will in no event occur earlier than the Closing Date, nor earlier than two Business Days or times later than five Business Days after the date upon which the Corporation receives written notice from the Joint Bookrunners on or before behalf of the Underwriters, setting out the number of Optional Securities to be purchased by the Underwriters, which notice must be received by the Corporation not later than 5:00 p.m. (Calgary Toronto time) on the date that is 30 thirty (30) days following after the Closing Date. For greater certaintyUpon the furnishing of the notice, the Underwriters shall will severally (and not jointly or jointly and severally) be paid committed to purchase, in the Underwriting Fee respective percentages set out in respect Section 15.1 of this Agreement, and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement the number of Optional Securities indicated in the notice. Optional Securities may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the distribution of the sale of any Over-Allotment Debentures purchased Firm Securities and for market stabilization purposes permitted pursuant to Applicable Securities Laws. The Corporation agrees that the number of Optional Securities to be issued upon exercise of the Over-Allotment Option. The Lead UnderwriterOption shall be adjusted for any stock splits, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole consolidations or in part, during the currency thereof by delivering written notice other changes to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on Common Shares after the Closing Date of the Over-Allotment OptionDate, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Optionif any. (b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Underwriting Agreement (Algonquin Power & Utilities Corp.)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Stikeman Elliot LLP or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of C$10.25 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Mag Silver Corp)

Over Allotment Option. (a) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment Option, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Option. (b) In the event that the Corporation Underwriters exercise their option to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Guarantor contained herein and the statements in any certificates furnished by the Company or the Guarantor or any of their subsidiaries hereunder shall subdividebe true and correct as of each Option Closing Time, consolidateand, reclassify at the relevant Option Closing Time, the Representatives shall have received: (1) A certificate, dated such Option Closing Time, of the President or otherwise change its Debentures during a Vice President of the period Company and the Guarantor and the chief financial officer or chief accounting officer of the Company and the Guarantor, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Option Closing Time. (2) The favorable opinion of Shearman & Sterling, counsel for the Company and the Guarantor, in which form and substance satisfactory to counsel for the Over-Allotment Underwriters, dated such Option is exercisableClosing Time, appropriate adjustments will be made relating to the exercise price Option Securities and otherwise to the number same effect as the opinion required by Section 5(b) hereof. (3) The favorable opinion of Over-Allotment Debentures issuable on exercise thereof Hughes Hubbard & Reed LLP, counsel for the Underwriters, datex xxxx Xxxxxx Cloxxxx Time, relating to the Option Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) A letter from PricewaterhouseCoopers LLP, in form and substance satisfactory to the Representatives and dated such Option Closing Time, substantially in the same form and substance as the letter furnished to the Representatives pursuant to Section 5(f) hereof, except that the Underwriters are entitled "specified date" on the letter furnished pursuant 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 immediately this paragraph shall be a date not more than three business days prior to such subdivisionOption Closing Time. (5) Since the time of execution of this Underwriting Agreement, consolidationthere shall not have occurred a downgrading in the rating of any debt securities of the Company or the Guarantor by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the 1933 Act), reclassification or changeany public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company or the Guarantor (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating).

Appears in 1 contract

Samples: Underwriting Agreement (Viacom Inc)

Over Allotment Option. (a) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, Agent may exercise the Over-Allotment Option at any time and from time to time, in whole or in part, during the currency thereof by delivering written notice time prior to the Corporation (the “Over-Allotment Notice”) Option Expiry Date by delivery of an Over-Allotment Notice not later than two Business Days prior to exercise, specifying the number of Over-Allotment Debentures Additional Units in respect of which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, Option is being exercised and the Underwriters shall, on the Over- Allotment Option Closing Date of the Date. The Over-Allotment Option, which Option Closing Date shall be a date that is determined by the Agent but shall not less be earlier than three two Business Days and not more or later than five seven Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchasedNotice and, in any event, shall not be earlier than the Closing Date. (b) Upon receipt of an Over-Allotment Notice, the Company shall become obligated to CDS or its nominee on behalf issue and sell the number of the Underwriters registered in the name of “CDS & Co.” or Additional Units set out in such other name as Over-Allotment Notice at the Lead Underwriter may direct to be held by CDS as a nonOver-certificated inventory Allotment Option Closing Date in accordance with this Agreement against delivery of payment by the rules Agent of the aggregate Subscription Price less any amount due pursuant to Sections 16 and procedures 19 hereof (it being understood that the Company shall grant Agent Compensation Options to the Agent in respect of CDSany Additional Units issued and sold). (c) At the Over-Allotment Option Closing Date, the Company shall deliver and the Agent shall have received all of the certificates, opinions, agreements, materials or other documents specified in Sections 12 and 13, as applicable, brought forward to and dated such Over-Allotment Option Closing Date. The issuance and sale of the Additional Units at each Over-Allotment Option Closing Date shall be subject to the accuracy of the representations and warranties of the Company contained in this Agreement as of the Over-Allotment Option Closing Date and the performance by the Company of its obligations as contemplated by this Agreement, in all material respects. For greater certainty, the applicable terms, conditions and provisions of this Agreement (including, without limitation, including the provisions of Section 5 Sections 12 and 13 relating to closing Closing deliveries unless otherwise agreed to by the Lead Underwriter Company and the CorporationAgent) shall apply mutatis mutandis to the closing of the issuance and sale of any Over-Allotment Debentures the Additional Units pursuant to any the exercise of the Over-Over- Allotment Option. (bd) In the event that the Corporation Company shall subdivide, consolidate, reclassify consolidate or otherwise change its Debentures during Common Shares prior to the period in Over-Allotment Option Closing Date, the number of Additional Units into which the Over-Allotment Option is exercisableexercisable shall be similarly subdivided, appropriate adjustments will consolidated or changed such that the Agent would be made entitled to receive the exercise price and to equivalent of the number of Over-Allotment Debentures issuable on exercise thereof such Additional Units that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters it would have otherwise arranged for been entitled to receive had they it exercised such the Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification consolidation or change. The Subscription Price per Additional Unit shall be adjusted accordingly and notice shall be given to the Agent of such adjustment. (e) The closing of the issuance and sale of the Additional Units shall be completed at the offices of Xxxxxxx, Xxxxx & Xxxxxxxxx LLP, in Toronto, Ontario, on the Over-Allotment Option Closing Date, or such other place as mutually agreed by the Company and the Agent.

Appears in 1 contract

Samples: Agency Agreement (Avalon Rare Metals Inc.)

Over Allotment Option. (a) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. 14.1 The Over-Allotment Option is exercisable in whole or in part by the Underwriters at any time or times on or before 5:00 p.m. (Calgary Toronto time) on the date that is 30 days following after the Closing Date. For greater certainty, The Over-Allotment Option may be exercised in whole or in part at any time and from time to time prior to its expiry in accordance with the provisions of this Agreement. The Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant under no obligation whatsoever to the exercise of the Over-Allotment OptionOption in whole or in part. 14.2 The Over-Allotment Option is exercisable by the Underwriters by written notice to the Company from GMP, on behalf of the Underwriters, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Option Closing Date”) and time (the “Option Closing Time”) on and at which such Additional Shares are to be delivered and purchased. The Lead UnderwriterAny such Option Closing Date may be the same as (but not earlier than) the Closing Date and will not be earlier than two Business Days nor later than five Business Days after the date of delivery of such a notice. Upon the furnishing of such a notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 18.1 of this Agreement, and the Company will be committed to sell in accordance with and subject to the provisions of this Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying their over-allocation position made in connection with the Offering. 14.3 In the event that the Over-Allotment Option is exercised by the Underwriters and any of the Additional Shares are purchased by the Underwriters, payment of the aggregate Offering Price for and delivery of any definitive share certificate(s) evidencing, in aggregate, such quantity of Additional Shares as GMP, on behalf of the Underwriters, may exercise direct the Over-Allotment Option from time to time, Company in whole or in part, during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment Option, which shall be a date that is writing not less than three one Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay Day prior to the Corporation (or as they may otherwise direct)Option Closing Date, as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” and/or some other name or names as GMP, on behalf of the Underwriters, may direct the Company in writing not less than one Business Day prior to the Option Closing Date, will be made at the offices noted in Section 11 of this Agreement, or at such other name place as may be agreed by the Lead Underwriter may direct Underwriters and the Company, on the Option Closing Date. 14.4 At the Option Closing Time, the Company shall effect or cause to be held by CDS as a effected one or more electronic deposit(s) pursuant to the non-certificated inventory issue system maintained by CDS Clearing & Depository Services Inc. representing, in accordance with aggregate, such quantity of Additional Shares as GMP, on behalf of the rules and procedures of CDS. The applicable termsUnderwriters, conditions and provisions of this Agreement (includingmay direct the Company in writing not less than two Business Days prior to the Option Closing Date, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to against payment by the Lead Underwriter and the Corporation) shall apply mutatis mutandis Underwriters to the issuance Company of any Over-Allotment Debentures pursuant to any exercise the aggregate Offering Price per Additional Share in respect of which the Underwriters are exercising the Over-Allotment Option, less the applicable amount of the Commission and subject to any applicable deductions pursuant to Section 12.2, by certified cheque, bank draft or wire transfer payable to or as directed by the Company not less than 48 hours prior to the Option Closing Time. 14.5 The several obligations of the Underwriters to purchase the Additional Shares, if any, hereunder are subject to, at the Option Closing Time: (a) the delivery to GMP, on behalf of the Underwriters, of the officer’s certificate contemplated in Section 13(d) of this Agreement, dated the Option Closing Date; (b) satisfaction of the conditions set forth in Section 13(f), Section 13(g), Section 13(i) and Section 13(k); and (c) the Company shall have delivered the definitive certificate or certificates, as the case may be, and/or effected an electronic deposit pursuant to the non-certificated issue system maintained by CDS Clearing & Depository Services Inc. representing, in aggregate, the quantity of Additional Shares so specified in Section 14.4 of this Agreement; provided that any reference in this Agreement to the Initial Shares, Closing Date and Closing Time shall be deemed, for the purposes of this Section 14.5, to refer to the Additional Shares, Option Closing Date and Option Closing Time, respectively. 14.6 In the event that the Corporation Company shall subdivide, consolidate, reclassify or otherwise change its Debentures Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures Additional Shares 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 immediately prior to such subdivision, consolidation, reclassification or change.

Appears in 1 contract

Samples: Underwriting Agreement

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Gowling WLG (Canada) LLP or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$3.00 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Platinum Group Metals LTD)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option and from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation (not later than 5:00 p.m. on the “Over-Allotment Notice”) specifying 30th day after the Closing Date, which notice will specify the number of Over-Allotment Debentures which Additional Shares to be purchased by the Underwriters wish and the date (the "Option Closing Date") and time (the "Option Closing Time") on and at which such Additional Shares are to purchasebe purchased. If Such Option Closing Date may be the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than two Business Days nor later than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this Agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Xxxxxxx Xxxxx & Xxxxxxxxx LLP or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriter, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$3.40 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the ninth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Integra Resources Corp.)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option and from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation (not later than 5:00 p.m. on the “Over-Allotment Notice”) specifying 30th day after the Closing Date, which notice will specify the number of Over-Allotment Debentures which Additional Shares to be purchased by the Underwriters wish and the date (the "Option Closing Date") and time (the "Option Closing Time") on and at which such Additional Shares are to purchasebe purchased. If Such Option Closing Date may be the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this Agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Xxxxxxx Xxxxx & Xxxxxxxxx LLP or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriter, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of $20.55 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Silver Wheaton Corp.)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 14th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 23, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of DuMoulin Black LLP or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of $17.40 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Seabridge Gold Inc)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of Gowling Xxxxxxx Xxxxxxxxx LLP or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of $1.18 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Platinum Group Metals LTD)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of DuMoulin Black LLP or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of $14.30 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Appears in 1 contract

Samples: Underwriting Agreement (Seabridge Gold Inc)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option and from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation not later than 5:00 p.m. (Eastern time) on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than two Business Days nor later than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this Agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 21, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time electronically or as may be otherwise agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Joint Bookrunners, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of the Offering Price per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the ninth paragraph of this Agreement against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 15 is subject to the conditions set forth in Section 14.

Appears in 1 contract

Samples: Underwriting Agreement (Colliers International Group Inc.)

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part Option, may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation Company not later than 5:00 p.m. (Toronto time) on the 30th day after the Closing Date, which notice will specify the number of Over-Allotment Shares and/or the number of Over-Allotment Warrants to be purchased by the Underwriters and the date (the “Over-Allotment NoticeClosing Date”) specifying the number of on and at which such Over-Allotment Debentures which the Underwriters wish Securities are to purchasebe purchased. If the Underwriters exercise the Such Over-Allotment Option, Closing Date may be the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Company). Subject to the terms of this Agreement, upon the Underwriters furnishing such notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 23, and the Corporation) shall apply mutatis mutandis Company will be committed to issue and sell in accordance with and subject to the issuance provisions of any this Agreement, the number of Over-Allotment Debentures pursuant to any exercise of the Securities indicated in such notice. Over-Allotment OptionSecurities may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering and for market stabilization purposes. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Over-Allotment Securities in respect of which the Underwriters are exercising the Over-Allotment Option is exercisable, appropriate adjustments will shall take place electronically or as may be made otherwise agreed to by the exercise price Underwriters and to the number of Company at 8:00 a.m. (Toronto time) on the applicable Over-Allotment Debentures issuable Closing Date or at such other time 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 immediately prior Closing Date as may be agreed upon in writing by the Company and the Co-Lead Underwriters (the “Over-Allotment Closing Time”). (3) The obligation of the Underwriters to such subdivision, consolidation, reclassification make any payment or changedelivery contemplated by this Section 17 is subject to satisfaction of the conditions set forth in Section 16.

Appears in 1 contract

Samples: Underwriting Agreement (Vox Royalty Corp.)

Over Allotment Option. (a) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Agent at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation not later than 12:00 p.m. (Toronto time) on the 30th day after the Closing Date, which notice will specify the number of Additional Subscription Receipts to be purchased by the Agent and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Subscription Receipts are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation); provided that if the Option Closing Date is the same as the Closing Date, such notice may be given by the Agent not less than 48 hours prior to the Closing Time. Subject to the terms of this agreement, upon the Agent furnishing this notice, the Agent will be committed to purchase and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Subscription Receipts indicated in the notice. Additional Subscription Receipts may be purchased by the Agent only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b) In the event that the Corporation Option Closing Time occurs after the satisfaction of the Escrow Release Conditions, the Over-Allotment Option shall subdivide, consolidate, reclassify or otherwise change its Debentures during be exercisable for Common Shares rather than Subscription Receipts and all references to Subscription Receipts in relation to the period in which Over-Allotment Option shall be deemed to be to Common Shares with appropriate modifications as required. (c) In the event that the Over-Allotment Option is exercisableexercised in accordance with its terms, appropriate adjustments will be made to the exercise price closing of the issuance and to the sale of that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Subscription Receipts in respect of which the Underwriters are entitled to arrange for Agent is exercising 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 immediately prior shall take place at the Option Closing Time at the offices of Fogler, Rxxxxxxx LLP or at such other place as may be agreed to by the Agent and the Corporation. (d) At the Option Closing Time, the Corporation shall issue to the Agent that number of Additional Subscription Receipts in respect of which the Agent is exercising the Over-Allotment Option and either deliver certificates or evidence of registration representing such subdivisionAdditional Subscription Receipts or deposit with CDS or its nominee, consolidationif requested by Rxxx, reclassification the Additional Subscription Receipts electronically through the non-certificated inventory system of CDS against payment per Additional Subscription Receipt by wire transfer or changecertified cheque payable to the Corporation or as otherwise directed by the Corporation. (e) Concurrently with the deliveries and payment under paragraph (c), the Corporation shall pay the Agent Fee applicable to the Additional Subscription Receipts in the manner provided in the fourteenth paragraph of this Agreement against delivery of a receipt for that payment. (f) The obligation of the Agent to make any payment or delivery contemplated by this Section 15 is subject to the conditions set forth in Section 14.

Appears in 1 contract

Samples: Agency Agreement (Engine Gaming & Media, Inc.)

Over Allotment Option. (a) 11.1 The Corporation hereby grants has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, Underwriter the Over-Allotment Option to purchase the Over-Allotment DebenturesOption Units on the same terms as the Class A Restricted Voting Units as described herein. The Over-Allotment Option is exercisable in whole or in part at any time, and from time or times to time, on or before 5:00 p.m. (Calgary local time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, Underwriter may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation (the “Over-Over- Allotment Notice”) not later than two Business Days prior to exercise, specifying the number of Option Units which the Underwriter wishes to purchase and the Over-Allotment Debentures Closing Date (which date may be the Underwriters wish to purchasesame as the Closing Date but not earlier than the Closing Date). If the Underwriters exercise Underwriter exercises the Over-Allotment Option, the Underwriters Underwriter shall, on the Closing Date of the Over-Allotment Option, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion)Closing Date, pay to the Corporation (or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures Option Units so purchased net of the amount of $0.25 per Option Unit by wire way of an electronic funds transfer, certified cheque or bank draft in Canadian currency against electronic delivery of and the Over-Allotment Debentures purchasedCorporation shall duly issue, register and deliver the Option Units which the Underwriter has purchased to CDS or its nominee on behalf of the Underwriters registered Underwriter in the name form of “CDS & Co.” or in such other name as an electronic deposit pursuant to the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with issue system maintained by CDS representing the rules and procedures of CDSOption Units to such CDS instant deposit number(s) as the Underwriter may advise. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures Option Units pursuant to any exercise of the Over-Allotment Option, including the delivery to the Underwriter of the documents referred to in Sections 12.1(c), 12.1(e) and 12.1(f) dated the Over-Allotment Closing Date and such other customary closing certificates and documents as the Underwriter may reasonably request with respect to the good standing of the Corporation and other matters related to the sale and issuance of the Option Units, except as otherwise agreed by the Corporation and‌ the Underwriter. In addition, the Sponsor shall purchase on or prior to the Over-Allotment Closing Date up to an additional 23,438 Class B Units at a price of $10.00 per Class B Unit and up to an additional 234,375 Founders’ Warrants at a price of $1.00 per Founders’ Warrant on a pro-rata basis, depending on whether the Over-Allotment Option is exercised in whole or in part. (b) 11.2 In the event that the Corporation shall subdivide, consolidate, reclassify consolidate or otherwise change its Debentures during Class A Restricted Voting Units or Class A Restricted Voting Shares prior to the period in Over-Allotment Closing Time, the number of Option Units into which the Over-Allotment Option is exercisableexercisable shall be similarly subdivided, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures issuable on exercise thereof consolidated or changed such that the Underwriters are Underwriter would be entitled to arrange for receive the sale equivalent of the same number and type of securities that the Underwriters it would have otherwise arranged for been entitled to receive had they it exercised such the Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification consolidation or change. The subscription price shall be adjusted accordingly and notice shall be given to the Underwriter of such adjustment. In the event that the Underwriter shall disagree with the foregoing adjustment, such adjustment shall be determined conclusively by the Corporation’s Auditor at the Corporation’s expense.

Appears in 1 contract

Samples: Underwriting Agreement

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part Option, may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation Company not later than 5:00 p.m. (Toronto time) on the 30th day after the Closing Date, which notice will specify the number of Over-Allotment Securities to be purchased by the Underwriters and the date (the “Over-Allotment NoticeClosing Date”) specifying the number of on and at which such Over-Allotment Debentures which the Underwriters wish Securities are to purchasebe purchased. If the Underwriters exercise the Such Over-Allotment Option, Closing Date may be the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Company). Subject to the terms of this agreement, upon the Underwriters furnishing such notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 23, and the Corporation) shall apply mutatis mutandis Company will be committed to issue and sell in accordance with and subject to the issuance provisions of any this Agreement, the number of Over-Allotment Debentures pursuant to any exercise of the Securities indicated in such notice. Over-Allotment OptionSecurities may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering and for market stabilization purposes. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Over-Allotment Securities in respect of which the Underwriters are exercising the Over-Allotment Option is exercisable, appropriate adjustments will be made to shall take place at 8:00 a.m. (Toronto time) on the exercise price and to the number of applicable Over-Allotment Debentures issuable Closing Date or at such other time 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 immediately prior Closing Date as may be agreed upon in writing by the Company and the Co-Lead Underwriters (the “Over-Allotment Closing Time”) at the offices of Blake, Xxxxxxx & Xxxxxxx LLP or at such other place as may be agreed to such subdivision, consolidation, reclassification by the Underwriters and the Company. (3) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 17 is subject to satisfaction of the conditions set forth in Section 16.

Appears in 1 contract

Samples: Underwriting Agreement

Over Allotment Option. (a1) The Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase the Over-Allotment Debentures. The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Calgary time) on the date that is 30 days following the Closing Date. For greater certainty, the Underwriters shall be paid the Underwriting Fee in respect of the sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment NoticeOption Closing Date”) specifying and time (the number of Over-Allotment Debentures “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on same as (but not earlier than) the Closing Date of the Over-Allotment Option, which shall and will not be a date that is not less earlier than three Business Days and not more nor later than five Business Days after the date of the Over-Allotment Notice delivery of such notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay except to the Corporation (extent a shorter or as they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to longer period shall be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter Corporation). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 21, and the Corporation) shall apply mutatis mutandis Corporation will be committed to issue and sell in accordance with and subject to the issuance provisions of any Overthis Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-Allotment Debentures pursuant to any exercise of allotments made in connection with the Over-Allotment OptionOffering. (b2) In the event that the Corporation shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Debentures during the period closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time virtually or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the exercise price and to the Underwriters that number of Over-Allotment Debentures issuable on exercise thereof such that Additional Shares in respect of which the Underwriters are entitled to arrange for exercising 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 immediately prior and deposit with CDS or its nominee, if requested by the Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of $4.50 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 15 is subject to the conditions set forth in Section 14.

Appears in 1 contract

Samples: Underwriting Agreement (NexGen Energy Ltd.)

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