Common use of Purchase of Option Securities Clause in Contracts

Purchase of Option Securities. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative, on behalf of the Underwriters, the Option to purchase, severally and not jointly, all or less than all of the Option Shares and/or the Option Warrants. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Unit minus $0.012 and the purchase price (net of discount and commissions) allocated to each Option Warrant (net of discount and commissions) shall be $0.0093. The Option may be exercised in whole or in part at any time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five Business Days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares and/or Option Warrants to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in the Option Notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants that bears the same proportion to the number of Units to be purchased by it as set forth on Schedule A opposite such Underwriter’s name as the total number of Option Shares and/or Option Warrants to be purchased bears to the total number of Units. For purposes of this Agreement, a “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

Appears in 4 contracts

Samples: Underwriting Agreement (La Rosa Holdings Corp.), Underwriting Agreement (La Rosa Holdings Corp.), Underwriting Agreement (La Rosa Holdings Corp.)

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Purchase of Option Securities. Subject Upon notice from the Representative given to all the terms and conditions of this Agreement, the Company grants from time to the Representative, on behalf of the Underwriters, the Option time not more than 45 days subsequent to purchase, severally and not jointly, all or less than all of the Option Shares and/or the Option Warrants. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Unit minus $0.012 and the purchase price (net of discount and commissions) allocated to each Option Warrant (net of discount and commissions) shall be $0.0093. The Option may be exercised in whole or in part at any time on or before the 45th day after the date of this Agreement, upon written notice the Final Prospectus (as defined below) the Underwriters may purchase up to an additional [ _____] Shares and/or [____] Warrants (the “Option NoticeSecurities”) by at a purchase price of $[____] per Share and $[____] per Warrant (which reflects the Representative underwriting discount specified in Section 3(a)(ii)). The Company agrees to sell to the Company no later than 12:00 noon, New York City time, at least one and no more than five Business Days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares and/or Option Warrants to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Securities (Shares and/or Option Warrants Warrants) specified in such notice and the Option Notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agreesUnderwriters agree, severally and not jointly, to purchase such Option Securities. No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Securities or any potion thereof (the “Over-allotment Option”) may be exercised from time to time and, to the extent not previously exercised, may be surrendered and terminated at any time upon notice by the Representative to the Company. The Underwriters will be under no obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, facsimile transmission or electronic mail setting forth the number of Option Shares and/or Option Warrants that bears the same proportion to the number of Units Securities to be purchased by it as set forth on Schedule A opposite such Underwriter’s name purchased. Each time for the delivery of and payment for the Option Securities, being referred to herein as the total number of Option Shares and/or Closing Date,” which may be the First Closing Date (the First Closing Date and each Option Warrants Closing Date, if any, being sometimes referred to be purchased bears to the total number of Units. For purposes of this Agreement, as a “Closing Date”), shall be determined by the Representative but shall be no later than five Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City Days after the written notice of New York are authorized or required by law the election to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “nonexercise the Over-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such dayallotment Option is given.

Appears in 2 contracts

Samples: Underwriting Agreement (Oculus Innovative Sciences, Inc.), Underwriting Agreement (Oculus Innovative Sciences, Inc.)

Purchase of Option Securities. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative, on behalf of the Underwriters, the Option to purchase, severally and not jointly, all or less than all of the Option Shares and/or the Option WarrantsShares. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Unit minus $0.012 and the purchase price (net of discount and commissions) allocated to each Option Warrant (net of discount and commissions) shall be $0.0093Share. The Option may be exercised in whole or in part at any time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five Business Days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares and/or Option Warrants to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in the Option Notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants that bears the same proportion to the number of Units Shares to be purchased by it as set forth on Schedule A opposite such Underwriter’s name as the total number of Option Shares and/or Option Warrants to be purchased bears to the total number of Unitsname. For purposes of this Agreement, a “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

Appears in 2 contracts

Samples: Underwriting Agreement (La Rosa Holdings Corp.), Underwriting Agreement (La Rosa Holdings Corp.)

Purchase of Option Securities. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative, on behalf of the Underwriters, the Over-allotment Option to purchase, severally and not jointly, all up to [●] Option Shares, Option Common Warrants or less than all Option Pre-Funded Warrants, representing fifteen percent (15%) of the Option Shares and/or Firm Securities sold in the Option WarrantsOffering, from the Company, solely to cover over-allotments, if any. The purchase price (net of discount and commissions) to be paid for each Option Share and for each Option Pre-Funded Warrant will be the same equal to Firm Share Purchase Price (net of discount and commissions) allocated to each Unit minus $0.012 and the Pre-Funded Warrant Purchase Price, respectively. The purchase price (net of discount and commissions) allocated the Option Common Warrant will be equal to each Option Warrant (net of discount and commissions) shall be $0.0093[0.01]. The Over-allotment Option may be exercised in whole or in part and from time to time at any time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative on behalf of the Underwriters to the Company no later than 12:00 noon, New York City time, at least one and no more than five Business Days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares Shares, Option Common Warrants and/or Option Pre-Funded Warrants to be purchased and the time and date for such purchase. Upon exercise of the Over-allotment Option, the Company will become obligated to convey sell to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, severally and not jointly, the number of Option Shares and/or Option Warrants Securities specified in the Option Notice. If any Option Shares and/or Option Warrants Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants Securities that bears the same proportion to the number of Units Firm Securities to be purchased by it as set forth on Schedule A I opposite such Underwriter’s name as the total number of Option Shares and/or Option Warrants to be purchased bears to the total number of Unitsname. For purposes of this Agreement, a “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

Appears in 1 contract

Samples: Underwriting Agreement (La Rosa Holdings Corp.)

Purchase of Option Securities. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative, Representative on behalf of the Underwriters, Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares and/or the Option Pre-Funded Warrants and/or Option Warrants, which may be purchased in any combination. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Unit Share and accompanying Warrant, minus $0.012 and the 0.01. The purchase price (net of discount and commissions) to be paid for each Option Pre-Funded Warrant will be the same Purchase Price (net of discount and commissions) allocated to each Option Pre-Funded Warrant (net of discount and commissions) accompanying Warrant, minus $0.01. The purchase price to be paid for each Warrant shall be $0.00930.01. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five Business Days business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares and/or Option Pre-Funded Warrants and/or Option Warrants to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in the Option Notice. If any Option Shares and/or or Option Pre-Funded Warrants or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or or Option Pre-Funded Warrants or Option Warrants, as applicable (as adjusted by the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion to the number of Units Firm Securities to be purchased by it as set forth on Schedule A opposite such Underwriter’s name as the total number of Option Shares and/or Option Warrants to be purchased bears relative to the total number of Units. For purposes of this Agreement, a “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed Firm Securities to be authorized or obligated purchased pursuant to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use this Agreement by customers on such dayall Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Esports Entertainment Group, Inc.)

Purchase of Option Securities. Subject Upon notice from the Representative given to all the terms and conditions of this Agreement, the Company grants from time to the Representative, on behalf of the Underwriters, the Option time not more than 45 days subsequent to purchase, severally and not jointly, all or less than all of the Option Shares and/or the Option Warrants. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Unit minus $0.012 and the purchase price (net of discount and commissions) allocated to each Option Warrant (net of discount and commissions) shall be $0.0093. The Option may be exercised in whole or in part at any time on or before the 45th day after the date of this Agreement, upon written notice the Final Prospectus (as defined below) the Underwriters may purchase an additional 862,500 Shares and/or 646,875 Warrants to purchase an additional 646,875 Shares (the “Option NoticeSecurities”) by at a purchase price of $___ per Share and $0.01 per Warrant (which reflects the Representative underwriting discount specified in Section 3(a)(ii)). The Company agrees to sell to the Company no later than 12:00 noon, New York City time, at least one and no more than five Business Days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares and/or Option Warrants to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Securities (Shares and/or Option Warrants Warrants) specified in such notice and the Option Notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agreesUnderwriters agree, severally and not jointly, to purchase such Option Securities. No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Securities or any potion thereof (the “Over-allotment Option”) may be exercised from time to time and, to the extent not previously exercised, may be surrendered and terminated at any time upon notice by the Representative to the Company. The Underwriters will be under no obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, facsimile transmission or electronic mail setting forth the number of Option Shares and/or Option Warrants that bears the same proportion to the number of Units Securities to be purchased by it as set forth on Schedule A opposite such Underwriter’s name purchased. Each time for the delivery of and payment for the Option Securities, being referred to herein as the total number of Option Shares and/or Closing Date,” which may be the First Closing Date (the First Closing Date and each Option Warrants Closing Date, if any, being sometimes referred to be purchased bears to the total number of Units. For purposes of this Agreement, as a “Closing Date”), shall be determined by the Representative but shall be no later than five Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City Days after the written notice of New York are authorized or required by law the election to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “nonexercise the Over-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such dayallotment Option is given.

Appears in 1 contract

Samples: Underwriting Agreement (Oculus Innovative Sciences, Inc.)

Purchase of Option Securities. Subject Upon notice from the Representative given to all the terms and conditions of this Agreement, the Company grants from time to the Representative, on behalf of the Underwriters, the Option time not more than 45 days subsequent to purchase, severally and not jointly, all or less than all of the Option Shares and/or the Option Warrants. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Unit minus $0.012 and the purchase price (net of discount and commissions) allocated to each Option Warrant (net of discount and commissions) shall be $0.0093. The Option may be exercised in whole or in part at any time on or before the 45th day after the date of this Agreement, upon written notice the Final Prospectus (as defined below) the Underwriters may purchase up to an additional [ ] Shares and/or [ ] Warrants (the “Option NoticeSecurities”) by at a purchase price of $[ ] per Share and $0.0092 per Warrant (which reflects the Representative underwriting discount specified in Section 3(a)(ii)). The Company agrees to sell to the Company no later than 12:00 noon, New York City time, at least one and no more than five Business Days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares and/or Option Warrants to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Securities (Shares and/or Option Warrants Warrants) specified in such notice and the Option Notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agreesUnderwriters agree, severally and not jointly, to purchase such Option Securities. No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Securities or any potion thereof (the “Over-allotment Option”) may be exercised from time to time and, to the extent not previously exercised, may be surrendered and terminated at any time upon notice by the Representative to the Company. The Underwriters will be under no obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, facsimile transmission or electronic mail setting forth the number of Option Shares and/or Option Warrants that bears the same proportion to the number of Units Securities to be purchased by it as set forth on Schedule A opposite such Underwriter’s name purchased. Each time for the delivery of and payment for the Option Securities, being referred to herein as the total number of Option Shares and/or Closing Date,” which may be the First Closing Date (the First Closing Date and each Option Warrants Closing Date, if any, being sometimes referred to be purchased bears to the total number of Units. For purposes of this Agreement, as a “Closing Date”), shall be determined by the Representative but shall be no later than five Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City Days after the after written notice of New York are authorized or required by law the election to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “nonexercise the Over-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such dayallotment Option is given.

Appears in 1 contract

Samples: Underwriting Agreement (U.S. Dry Cleaning Services Corp)

Purchase of Option Securities. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative, Representative on behalf of the Underwriters, Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares and/or the Option Pre-Funded Warrants and/or Option Warrants, which may be purchased in any combination. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Unit Common Unit, minus $0.012 and the 0.01. The purchase price (net of discount and commissions) to be paid for each Option Pre-Funded Warrant will be the same Purchase Price (net of discount and commissions) allocated to each Option Pre-Funded Unit, minus $0.01. The purchase price to be paid for each Warrant (net of discount and commissions) shall be $0.00930.01. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five Business Days business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares and/or Option Pre-Funded Warrants and/or Option Warrants to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in the Option Notice. If any Option Shares and/or or Option Pre-Funded Warrants or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or or Option Pre-Funded Warrants or Option Warrants, as applicable (as adjusted by the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion to the number of Units Firm Securities to be purchased by it as set forth on Schedule A opposite such Underwriter’s name as the total number of Option Shares and/or Option Warrants to be purchased bears relative to the total number of Units. For purposes of this Agreement, a “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed Firm Securities to be authorized or obligated purchased pursuant to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use this Agreement by customers on such dayall Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (LogicMark, Inc.)

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Purchase of Option Securities. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative, Representative on behalf of the Underwriters, Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares and/or the Option Pre-Funded Warrants and/or Option Warrants, which may be purchased in any combination. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Unit Common Unit, minus $0.012 and the 0.000001. The purchase price (net of discount and commissions) to be paid for each Option Pre-Funded Warrant will be the same Purchase Price (net of discount and commissions) allocated to each Option Pre-Funded Unit, minus $0.000001. The purchase price to be paid for each Warrant (net of discount and commissions) shall be $0.00930.000001. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five Business Days business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares and/or Option Pre-Funded Warrants and/or Option Warrants to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in the Option Notice. If any Option Shares and/or or Option Pre-Funded Warrants or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or or Option Pre-Funded Warrants or Option Warrants, as applicable (as adjusted by the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion to the number of Units Firm Securities to be purchased by it as set forth on Schedule A opposite such Underwriter’s name as the total number of Option Shares and/or Option Warrants to be purchased bears relative to the total number of Units. For purposes of this Agreement, a “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed Firm Securities to be authorized or obligated purchased pursuant to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use this Agreement by customers on such dayall Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (LogicMark, Inc.)

Purchase of Option Securities. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative, Representative on behalf of the Underwriters, Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares and/or the Option Warrants, which may be purchased in any combination. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Unit Firm Security, minus $0.012 and the 0.000001. The purchase price (net of discount and commissions) allocated to be paid for each Option Warrant (net of discount and commissions) shall be $0.00930.000001. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five Business Days business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares and/or Option Warrants to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in the Option Notice. If any Option Shares and/or or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or or Option Warrants Warrants, as applicable (as adjusted by the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion to the number of Units Firm Securities to be purchased by it as set forth on Schedule A opposite such Underwriter’s name as the total number of Option Shares and/or Option Warrants to be purchased bears relative to the total number of Units. For purposes of this Agreement, a “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed Firm Securities to be authorized or obligated purchased pursuant to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use this Agreement by customers on such dayall Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (LogicMark, Inc.)

Purchase of Option Securities. Subject Upon notice from the Representative given to all the terms and conditions of this Agreement, the Company grants from time to the Representative, on behalf of the Underwriters, the Option time not more than 45 days subsequent to purchase, severally and not jointly, all or less than all of the Option Shares and/or the Option Warrants. The purchase price (net of discount and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Unit minus $0.012 and the purchase price (net of discount and commissions) allocated to each Option Warrant (net of discount and commissions) shall be $0.0093. The Option may be exercised in whole or in part at any time on or before the 45th day after the date of this Agreement, upon written notice the Final Prospectus (as defined below) the Underwriters may purchase an additional 937,500 Shares and/or 703,125 Warrants to purchase an additional 703,125 Shares (the “Option NoticeSecurities”) by at a purchase price of $0.9108 per Share and $0.01226 per full Warrant (which reflects the Representative underwriting discount specified in Section 3(a)(i)). The Company agrees to sell to the Company no later than 12:00 noon, New York City time, at least one and no more than five Business Days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares and/or Option Warrants to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Securities (Shares and/or Option Warrants Warrants) specified in such notice and the Option Notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agreesUnderwriters agree, severally and not jointly, to purchase such Option Securities. No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Securities or any potion thereof (the “Over-allotment Option”) may be exercised from time to time and, to the extent not previously exercised, may be surrendered and terminated at any time upon notice by the Representative to the Company. The Underwriters will be under no obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, facsimile transmission or electronic mail setting forth the number of Option Shares and/or Option Warrants that bears the same proportion to the number of Units Securities to be purchased by it as set forth on Schedule A opposite such Underwriter’s name purchased. Each time for the delivery of and payment for the Option Securities, being referred to herein as the total number of Option Shares and/or Closing Date,” which may be the First Closing Date (the First Closing Date and each Option Warrants Closing Date, if any, being sometimes referred to be purchased bears to the total number of Units. For purposes of this Agreement, as a “Closing Date”), shall be determined by the Representative but shall be no later than five Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City Days after the written notice of New York are authorized or required by law the election to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “nonexercise the Over-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such dayallotment Option is given.

Appears in 1 contract

Samples: Underwriting Agreement (Oculus Innovative Sciences, Inc.)

Purchase of Option Securities. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative, Representative on behalf of the Underwriters, Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares and/or the Option WarrantsSecurities. The purchase price (net of discount and commissions) to be paid for each any Option Share Shares will be equal to the same product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, and (net of discount and commissionsb) allocated to each Unit minus $0.012 and the purchase price (net to be paid for any Option Warrants will be equal to the product of discount and commissions) allocated the Warrant Purchase Price multiplied by the number of Option Warrants to each Option Warrant (net of discount and commissions) shall be $0.0093purchased. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th day after the date of this Agreement, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five Business Days business days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Option Shares and/or Option Warrants Securities to be purchased and the time and date for such purchase. Upon exercise of the Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants Securities specified in the Option Notice. If any Option Shares and/or Option Warrants Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants that bears the same proportion to Options Securities that, together with the number of Units to be purchased by it as Firm Units, is set forth on Schedule A opposite such Underwriter’s name as the total number of Option Shares and/or Option Warrants to be purchased bears to the total number of Units. For purposes of this Agreement, a “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such dayname.

Appears in 1 contract

Samples: Underwriting Agreement (Nexalin Technology, Inc.)

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