OVER-ALLOTMENT SHARES AND EXCESS SHARES Sample Clauses

OVER-ALLOTMENT SHARES AND EXCESS SHARES. You are hereby authorized to cause three certificates evidencing 1,498,728, 373,253 and 145,404 shares of Common Stock, respectively, representing the aggregate Over-Allotment Shares and Excess Shares of each of BCP, BOCP and BFIP, to be issued, countersigned and registered in the names of BCP, BOCP and BFIP, respectively. These certificates should be issued with the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT (THE "ACT") OF 1933 AND MAY BE TRANSFERRED PURSUANT THERETO WHILE SUCH REGISTRATION IS EFFECTIVE. IF SUCH REGISTRATION IS NOT EFFECTIVE, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED UNLESS THEY ARE SUBSEQUENTLY REGISTERED PURSUANT TO THE ACT OR AN EXEMPTION THEREFROM IS AVAILABLE. Should any questions arise, please contact me immediately for instructions. Very truly yours,
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OVER-ALLOTMENT SHARES AND EXCESS SHARES. You are hereby authorized to cause three certificates evidencing 1,542,864, 404,834 and 149,687 shares of Common Stock, respectively, representing the aggregate Over-Allotment Shares and Excess Shares of each of BCP, BOCP and BFIP, to be issued, countersigned and registered in the names of BCP, BOCP and BFIP, respectively. These certificates should be issued with the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT (THE "ACT") OF 1933 AND MAY BE TRANSFERRED PURSUANT THERETO WHILE SUCH REGISTRATION IS EFFECTIVE. IF SUCH REGISTRATION IS NOT EFFECTIVE, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED UNLESS THEY ARE SUBSEQUENTLY REGISTERED PURSUANT TO THE ACT OR AN EXEMPTION THEREFROM IS AVAILABLE. Should any questions arise, please contact me immediately for instructions. Very truly yours, Xxxxx X. Xxxxxxx General Counsel SCHEDULE I TO LETTER OF INSTRUCTION UCAR SECONDARY OFFERING ================================================================================================================ Number of Retained Over- Blackstone Certificate Shares Offering Repurchase Interest Allotment Excess Entity Number Currently Owned Shares1 Shares Shares Shares Shares2 ---------------------------------------------------------------------------------------------------------------- BCP TUC 109 6,721,584 4,707,926 470,793 1,056,655 486,209 1,542,864 ---------------------------------------------------------------------------------------------------------------- BOCP TUC 110 1,763,684 1,235,318 123,532 257,257 147,577 404,834 ---------------------------------------------------------------------------------------------------------------- BFIP TUC 111 652,117 456,756 45,675 1,416,427 47,172 149,687 ---------------------------------------------------------------------------------------------------------------- TOTAL 9,137,385 6,400,000 6,400,000 102,515 660,958 2,097,385 ---------------------------------------------------------------------------------------------------------------- Legend on Shares 1933 Act N/A No N/A (shares 1933 Xxx 0000 Xxx 0000 Act legend restrictive will be legend legend (if legend legends noncertificated option not treasury exercised) shares) ================================================================================================================ -------- 1 Assuming over-allotment option is not exerc...
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Related to OVER-ALLOTMENT SHARES AND EXCESS SHARES

  • Initial Shares As used herein, “Initial Shares” means 127,669 shares of the Class, subject to adjustment from time to time pursuant to the provisions of this Warrant.

  • Excess Shares If the Option Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Common Stock which may without stockholder approval be issued under the Plan, then this option shall be void with respect to those excess shares, unless stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan.

  • Option Shares In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in Section 1(a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase the Option Shares in proportion to the number of Initial Shares set forth opposite the names of the Underwriters in Schedule I hereto, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time (but not more than twice) only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell to each Underwriter the proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares after the initial public offering to such extent as the Underwriters may determine.

  • Reserved Shares The number of Shares, if any, to be reserved for sale by each Soliciting Dealer may be decided by the mutual agreement, from time to time, of the Dealer Manager and the Company. The Dealer Manager reserves the right to notify Soliciting Dealer by United States mail or by other means of the number of Shares reserved for sale by Soliciting Dealer, if any. Such Shares will be reserved for sale by Soliciting Dealer until the time specified in the Dealer Manager’s notification to Soliciting Dealer. Sales of any reserved Shares after the time specified in the notification to Soliciting Dealer or any requests for additional Shares will be subject to rejection in whole or in part.

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Class B Shares As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

  • Additional Shares Neither the Company nor any company controlling, controlled by or under common control with the Company shall issue additional Shares, rights to subscribe for Shares, securities convertible into or exchangeable for Shares or rights to subscribe for any such securities or shall deposit any Shares under this Deposit Agreement, except under circumstances complying in all respects with the Securities Act of 1933. The Depositary will use reasonable efforts to comply with written instructions of the Company not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with securities laws in the United States.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Option to Purchase Shares The Company hereby grants to the Optionee an Option (the “Option”), pursuant to the Plan, to purchase up to ________________ (___________) shares of the Company’s common stock (the “Stock”). The Option Price for each share of Stock shall be ____________________Dollars and ______________ Cents ($______), which is acknowledged to be 100% of the Fair Market Value of each share of Stock as of the date hereof. The Option shall be exercisable for the number of shares of Stock and during the specific exercise periods (“Exercise Period(s)”) set forth in the following table: Number of Shares Exercise Period _______________________ (___________) Shares ________________1 through ______________

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