Over-allotment Shares. The Company and the Selling --------------------- Stockholders hereby grant to the several Underwriters the option to purchase all or a portion of the Additional Shares solely to cover over-allotments, if any, at the same purchase price per share to be paid by the several Underwriters to the Selling Stockholders for the Firm Shares as provided for in this Section 4. The Additional Shares shall be purchased by the several Underwriters from the Company and the Selling Stockholders as provided herein. This option may be exercised only to cover over-allotments in the sale of the Firm Shares by the several Underwriters. This option may be exercised by the several Underwriters on the basis of the representations, warranties, covenants and agreements of the Company and the Selling Stockholders herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the thirtieth day following the date on which the Registration Statement was declared effective under the Act, by written notice from the Representatives to the Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, the name or names in which the certificates for the Additional Shares are to be registered, the authorized denominations in which the Additional Shares are to be issued, and the time and date, as determined by the Representatives, when such Additional Shares are to be delivered (such time and date are herein called the "Additional Closing Date"); provided, however, that the Additional Closing ----------------------- ----------------- Date shall not be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. If the over-allotment option is exercised with respect to fewer than all of the Additional Shares, it shall be exercised on a pro rata basis among the Company and the Selling Stockholders based on the number of Additional Shares that the Company and each Selling Stockholder intended to sell. The aggregate number of Additional Shares to be sold by the Company and the Selling Stockholders to the Underwriters shall be the number set forth in Schedule II.
Over-allotment Shares. Any shares of the Common Stock purchased by the underwriters of the Public Sale pursuant to the exercise of the over-allotment option described in Section 2(d) of the Underwriting Agreement (the "Over-allotment Shares") shall reduce, on a one-for-one basis, the number of Buyback Shares that the Company is required to purchase at the Buyback Closing. The Company shall pay to VW on the Buyback Closing Date, in the manner provided in Section 3.2(b), an amount equal to 50% of the aggregate amount of underwriting discounts and commissions paid by VW or deducted by the underwriters of the Public Sale in connection with the purchase of the Over-allotment Shares (the "Underwriting Commission Fees").
Over-allotment Shares. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Representative on behalf of the Underwriters is, hereby granted, an option to purchase up to an additional 15% of the number of Firm Shares, or [·] ordinary shares (the “Over-allotment Shares”) to be offered by the Company in the Offering (the “Over-allotment Option”). The Firm Shares, the Over-allotment Shares and the Warrant Shares (as defined below) are hereinafter, collectively, referred to as the “Shares”. The Shares and the Representative’s Warrants (as hereinafter defined) are referred to herein as (the “Securities”). The purchase price to be paid for the Over-allotment Shares (net of discounts and commissions) will be $[·] per Over-allotment Share. The Over-allotment Shares are to be offered initially to the public at the offering price of $[·] per Over-allotment Share.
Over-allotment Shares. 3.1 Pursuant to Article 24 of CVM Instruction 400, the total number of the Shares originally offered may be increased by up to a percentage rate of 15% (fifteen percent), that is, up to the number of common shares issued by the Company indicated in item 1.2 of the Appendix I hereto, based on the same terms, conditions and price of the Shares originally offered (“Over-allotment Shares”), in accordance with the option hereby granted, by the Company, to the Lead Underwriter, which shall be allocated for the purpose of covering any potential over-allotments verified during the course of the Global Offering (“Over-allotment Option”). The Lead Underwriter shall have the sole right, as of the execution date hereof and for a period of up to 30 (thirty) days counted, inclusive, from the date of publication of the Announcement of Commencement (“Exercise Period”), to exercise the Over-allotment Option, wholly or partially, one or more times, after the delivery of notice to the other Brazilian Underwriters, provided that the decision to over-allot the Shares of the Brazilian Offering on the date of definition of the Price per Share has been taken by the Brazilian Underwriters upon mutual agreement, in accordance with the following procedures:
Over-allotment Shares. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of Over-Allotment Shares set forth in Schedule B hereto at the same Purchase Price per share as the Underwriters shall pay for the Initial Shares less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Over-Allotment Shares. Said option may be exercised to cover over-allotments in the sale of the Initial Shares by the Underwriters. Said option may be exercised in whole or in part at any time on or before 5:00 p.m., Calgary time, on the 30th day after the Closing Time upon written or telegraphic notice by the Representative to the Company setting forth the number of Over-Allotment Shares as to which the several Underwriters are exercising the option and the settlement date. The number of Over-Allotment Shares to be purchased by each Underwriter shall be the same percentage of the total number of Over-Allotment Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Initial Shares, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional securities.
Over-allotment Shares. 7.1 If the Underwriters under the Underwriting Agreement fail to exercise the over-allotment option or only exercise it in part, Nycomed agrees to purchase and APBInc agrees to sell 2,730,000 shares of Common Stock (the OVER-ALLOTMENT SHARES) to Nycomed on the terms and conditions of an agreement in substantially the form set out in Schedule V.
