per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares).
per Share. Forward Price: (a) On the Effective Date, the Initial Forward Price; and
per Share. The Trustees may authorize the division of Shares into separate Series and the division of Series into separate classes of Shares. The different Series shall be established and designated, and the variations in the relative rights and preferences as between the different Series shall be fixed and determined, by the Trustees. If only one or no Series (or classes) shall be established, the Shares shall have the rights and preferences provided for herein and in this Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series (and classes) shall be construed (as the context may require) to refer to the Trust. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and holders of the Shares of any Series shall be entitled to receive dividends when, if and as declared with respect thereto in the manner provided in Article VI, Section 1 hereof. No Share shall have any priority or preference over any other Share of the same Series with respect to dividends or distributions upon termination of the Trust or of such Series made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of a particular Series and, if no classes, of a particular Series from the assets held with respect to such Series according to the number of Shares of such class of such Series or of such Series held of record by such Shareholder on the record date for any dividend or distribution or on the date of termination, as the case may be. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series without thereby materially changing the proportionate beneficial interest of the Shares of that Series in the assets held with respect to that Series or materially affecting the rights of Shares of any other Series.
per Share. No. Warrants This certifies that or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner to purchase, at any time after [ ] p.m., [City] time, [on and] on or before [ ] p.m., [ ] time, on , shares of Common Stock, par value $0.0001 per share (the “Warrant Securities”), of Bionano Genomics, Inc. (the “Company”) on the following basis: during the period from , through and including , the exercise price per Warrant Security will be $ , subject to adjustment as provided in the Warrant Agreement (as hereinafter defined) (the “Warrant Price”). The Holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each Warrant Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined).
per Share. It is understood and agreed that the Underwriter may be compensated by the Fund for its services under this Agreement in accordance with the provisions of the Plan. The number of Shares which the Underwriter may purchase pursuant hereto shall, upon written agreement between the Underwriter and the Fund not later than 10:00 a.m., New York time, on the third business day preceding the Closing Date (the "Notification Time"), be increased or decreased to such greater or lesser number of Shares as the Fund and the Underwriter may agree upon, in which case the number of Shares set forth in the preceding paragraph shall for all purposes hereof be increased or decreased to such greater or lesser number of Shares. The Underwriter shall, in any event, be entitled and obligated to purchase only the number of shares for which purchase orders have been received by the Underwriter prior to the Notification Time. The Fund is advised that the Underwriter proposes to make a public offering of the Shares as soon after the Registration Statement shall have become effective under the 1933 Act as it deems advisable, at the public offering price and upon the terms and conditions set forth in the Prospectus.
per Share. The Company shall deliver the Shares to the undersigned promptly after the acceptance of this Subscription Agreement by the Company.
per Share. The Trustees may, from time to time, (a) authorize the division of the Shares into one or more series, each of which constitutes a Portfolio, in accordance with Article II, Section 2.3(a) hereof, and (b) may further authorize the division of the Shares of any Portfolio into one or more separate and distinct Classes, in accordance with Article II, Section 2.3(b) hereof. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable.
per Share. For value and consideration received on this 2nd day of July, 2001, Commerce Group Corp. (Commerce), a Wisconsin Corporation, whose business address is 6001 North 91st Street, Mixxxxxxx, Xxxxxxxxx 00000, xxxxxx x xxxxx xxxxxx (xtock option agreement) to Lawrence E. Kau (Option Hoxxxx), xxxxx xxdress is N2316 Mehring Road, Jefferson, Wxxxxxxxx 00000, xxxxx xxx xxxxxxxxx xxxxs and conditions:
per Share. The Offer Price represents a premium of approximately 21.2% over the closing stock price on June 13, 2014 and a premium of approximately 34.7% to the average closing price of Fusion-io's common stock during the 30-day trading period ended on June 13, 2014. On June 23, 2014, the last full trading day before the commencement of the Offer, the reported closing sales price of the Shares on the NYSE was $11.64 per Share. See Section 6—"Price Range of Shares; Dividends." If I tender my Shares, when and how will I get paid? If the Offer Conditions set forth in Section 15—"Certain Conditions of the Offer" are satisfied or waived and Purchaser consummates the Offer and accepts your Shares for payment, we will pay you an amount equal to the number of Shares you tendered multiplied by $11.25 in cash, without interest, less any applicable withholding taxes, promptly following expiration of the Offer. See Section 1—"Terms of the Offer" and Section 2—"Acceptance for Payment and Payment for Shares." Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, you may be entitled to appraisal rights in connection with the Merger if you do not tender Shares in the Offer, subject to and in accordance with Delaware law. You would need to properly perfect your right to seek appraisal under Delaware law in connection with the Merger in order to exercise appraisal rights. See Section 17—"Appraisal Rights." What will happen to my stock options and restricted stock units in the Offer? Pursuant to the Merger Agreement, as of the Offer Closing, each option to purchase shares of Fusion-io's common stock (a "Fusion-io Option") that is unvested, unexpired, unexercised and outstanding immediately before the Offer Closing (an "Unvested Fusion-io Option"), has an exercise price of less than the Offer Price, and is held by a person who is, as of immediately prior to the Offer Closing, an employee of Fusion-io or any of its subsidiaries, will be assumed by Parent and converted automatically at the Offer Closing into that number of options to purchase shares of Parent's common stock ("Parent Common Stock", and such options, the "Parent Options") equal to the product of
per Share. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable.
