Overallotment. If any Shareholder fails to exercise its Preemptive Right to purchase its full pro rata share of the New Securities (each, a “Non-Exercising Holder”, and collectively, the “Non-Exercising Holders”), the Company shall, within five (5) days after the expiration of the Participation Period, deliver written notice specifying the aggregate number of the remaining New Securities that were eligible for purchase by all the Non-Exercising Holders (the “Remaining Securities”) to each Shareholder that has exercised its right to purchase its full pro rata share of the New Securities (each, an “Exercising Holder”, and collectively, the “Exercising Holders”). Each Exercising Holder shall have a right of overallotment, and may exercise an additional right to purchase the Remaining Securities by notifying the Company in writing within ten (10) days after receipt of the notice by the Company pursuant to the prior sentence of this Section 4.3; provided, however, that if the Exercising Holders desire to purchase in aggregate more than the number of the Remaining Securities, then the Remaining Securities will be allocated to the extent necessary among the Exercising Holders in accordance with their relative pro rata shares. For purposes of clarification, if there are still New Securities left unpurchased after every Exercising Holder has had a chance to exercise its right of overallotment as outlined in Section 4.3 herein, the Company shall, within five (5) days after the expiration of the ten (10) days outlined in the prior sentence, deliver a written notice to Ctrip specifying the aggregate number of the remaining unpurchased New Securities, and Ctrip shall have the right, but not the obligation, to purchase all such unpurchased New Securities by notifying the Company in writing within ten (10) days after receipt of the notice by the Company pursuant to this sentence.
Overallotment. In the event any Purchaser fails to exercise its right to purchase its pro rata share of New Securities, each Purchaser who delivered an Exercise Notice for such Purchaser’s total pro rata share of New Securities (an “Overallotment Purchaser”) shall have a right to purchase such Overallotment Purchaser’s pro rata share of the New Securities with respect to which Purchasers have failed to exercise their rights hereunder (“Remaining New Securities”). In such case, within twenty five (25) days after the delivery of the Sale Notice, the Company shall provide written notice (“Overallotment Notice”) to each Overallotment Purchaser, which shall state the total amount of Remaining New Securities, and the pro rata portion of such Remaining New Securities which each Overallotment Purchaser is entitled to purchase. Each Overallotment Purchaser wishing to purchase any Remaining New Securities shall amend such Overallotment Purchaser’s Exercise Notice in writing within five (5) days from the date of delivery of the Overallotment Notice. For the purpose of this Section 2.4, an Overallotment Purchaser’s pro rata share of the Remaining New Securities shall be calculated as provided in Section 2.2, except that the denominator of the fraction shall be the total number of shares of Common Stock issued or issuable upon conversion of shares of Senior Preferred Stock held by all of the Overallotment Purchasers.
Overallotment. The issuer granted the Underwriters an option for 15 days to purchase up to an additional [-] shares of [-]% Series [-] Mandatory Redeemable Preferred Shares solely to cover overallotments, if any.
Overallotment. Each Manager acknowledges and agrees that, in order to assist in the orderly distribution of the Securities, and subject to compliance with applicable laws and regulations, including the EU Market Abuse Regulation (EU) No 596/2014 as amended where applicable, one or more of the Managers (for the purposes of this Clause, the “participating Managers”) may agree to overallot in arranging subscriptions, sales and purchases of the Securities and may subsequently make purchases and sales of the Securities, in addition to their respective underwriting commitments, in the open market or otherwise, on such terms as the participating Managers deem advisable. Such overallotment positions may be allocated among all or some of the participating Managers equally or in such proportions as the participating Managers may agree. The participating Managers shall agree among themselves whether (i) each participating Manager is responsible for managing its own position and is liable for any loss or entitled to any profit arising from the management of such position or (ii) the positions should be aggregated with one or more participating Managers being responsible for managing the combined position and to aggregate profits and losses and share them among all or some of the participating Managers in such proportions as they may agree. Nothing in Clause 6(2) shall prohibit the purchases, sales and overallotments of Securities described in this Clause as such purchases, sales and overallotments shall not, for the purposes of the AAM, be treated as Stabilisation Transactions as defined in the AAM.”
(v) Clause 7 shall be deemed to be deleted in its entirety and replaced with the following:
(vi) Clause 8 shall be deemed to be deleted in its entirety; and
(vii) the definition of “Commitments” shall be deleted in its entirety and replaced with the following: ““Commitments” means, (i) for the purposes of Clauses 3, 6, 7 and 10, the fee allocation proportion paid or to be paid to each of the Managers under the Subscription Agreement and any related fee letters or, if such fee allocation is not known at the relevant time, the amounts severally underwritten by the Managers as set out in the Subscription Agreement, and (ii) for the purposes of all other clauses of this agreement, the amounts severally underwritten by the Managers as set out in the Subscription Agreement.”
3.1.3 Where there are any inconsistencies between the Agreement Among Managers and the terms of this Agreement, the ter...
Overallotment. If not all of the applicable Holders of Participating Units elect to purchase their full Pro Rata Share of the Offered Interest, then the Transferring Member will promptly notify in writing the Participating Members and will offer such Participating Members the right to acquire such unsubscribed portion of the Offered Interest. Each Participating Member will have ten (10) Business Days after receipt of such notice to notify the Transferring Member, with a copy to the Company, of its election to purchase all or a portion of such unsubscribed Offered Interest (with such Offered Interest to be allocated based on the relative Pro Rata Share of such Participating Members, if necessary).
Overallotment. If any Third Pre-emptive Holder fails to exercise its right to purchase its full Pro Rata Share of any Second Remaining Securities (each, a “Non-Exercising Holder”), the Company shall, within five (5) days after the expiration of the ten (10) day period described in the Third Notice, deliver a written notice (“Overallotment Notice”) specifying the aggregate number of unpurchased Second Remaining Securities that were eligible for purchase by all Non-Exercising Holders (the “Third Remaining Securities”) to each Third Pre-emptive Holder that exercised its right to purchase its full Pro Rata Share of the Second Remaining Securities (each, an “Exercising Holder”). Each Exercising Holder shall have a right of overallotment, and may exercise an additional right to purchase the Third Remaining Securities by notifying the Company in writing within ten (10) days after receipt of the Overallotment Notice; provided, however, that if the Exercising Holders desire to purchase in aggregate more than the total number of Third Remaining Securities, then the Third Remaining Securities will be allocated to the extent necessary among such Exercising Holders in accordance with their relative Pro Rata Shares.
Overallotment. If any Preferred Share Holder fails to exercise its right to purchase its full pro rata share of any New Securities (each, a “Non-Exercising Holder”), the Company shall, within five (5) days after the expiration of the ten (10) day period described in Section 7.2 above, deliver written notice specifying the aggregate number of unpurchased New Securities that were eligible for purchase by all Non-Exercising Holders (the “Remaining Securities”) to each Preferred Share Holder that exercised its right to purchase its full pro rata share of the New Securities (each, an “Exercising Holder”). Each Exercising Holder shall have a right of overallotment, and may exercise an additional right to purchase the Remaining Securities by notifying the Company in writing within ten (10) days after receipt of the notice by the Company pursuant to the prior sentence of this Section 7.3; provided, however, that if the Exercising Holders desire to purchase in aggregate more than the number of Remaining Securities, then the Remaining Securities will be allocated to the extent necessary among the Exercising Holders in accordance with their relative pro rata shares.
Overallotment. If any Preferred Share Holder fails to exercise its right to purchase its full pro rata share of any New Securities (each, a “Non-Exercising Holder”), the Company shall, within five (5) days after the expiration of the thirty (30) day period described in Section 5.2 above, deliver written notice specifying the aggregate number of unpurchased New Securities that were eligible for purchase by all Non-Exercising Holders (the “Remaining Securities”) to each Preferred Share Holder that exercised its right to purchase its full pro rata share of the New Securities (each, an “Exercising Holder”). Subject to Section 5.5, each Exercising Holder shall have a right of overallotment, and may exercise an additional right to purchase the Remaining Securities by notifying the Company in writing within fifteen (15) days after receipt of the notice by the Company pursuant to the prior sentence of this Section 5.3; provided, however, that if the Exercising Holders desire to purchase in aggregate more than the number of Remaining Securities, then subject to Section 5.5, the Remaining Securities will be allocated to the extent necessary among the Exercising Holders in accordance with their relative pro rata shares.
Overallotment. The Underwriting Agreement will provide that the Company will grant to Newbridge an option that is exercisable within 45 days after the closing of the IPO (the “IPO Closing”), to acquire up to an additional 15% of the total number of Shares to be offered by the Company in the IPO, solely for the purpose of covering over-allotments (the “Over-allotment Shares”).
Overallotment. To the extent not all of the Participating Members elect to purchase their full Pro Rata Share of the Offered Interest, the Super Participating Members shall have the right to purchase the unsubscribed portion of the Offered Interest (the “Remaining Offered Interests”). Each Super Participating Member will have the right to purchase that percentage of the Remaining Offered Interest equal to the product of (x) the number of Remaining Offered Interests multiplied by (y) a fraction, the numerator of which is the aggregate number of Units of Membership Interest and Membership Interest Equivalents held by such Super Participating Member and (y) the denominator of which is the sum of all of the Units of Membership Interest and Membership Interest Equivalents held by all of the Super Participating Members, or in such other proportions as agreed among the Super Participating Members; provided, that no Super Participating Member shall be entitled to purchase in excess of the number of Offered Interests specified in their Matching Offer. To the extend the procedure described in the preceding sentence does not result in the purchase of all Remaining Offered Interests, such procedure shall be repeated until there are no Remaining Offered Interests or until the maximum requests specified in the Matching Offer of all of the Super Participating Members have been fulfilled. No Remaining Offered Interests shall be made available for purchase by any non-Member pursuant to the remaining provisions of this Section 7.2.1 unless and until all Super Participating Members shall have had an opportunity to purchase all Remaining Offered Interest in accordance with the provisions of this Section 7.2.1(c).