Purchase of Option Shares. 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. 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 Firm Share. 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 before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Firm Shares 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 Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with the number of Firm Shares, is set forth on Schedule A opposite such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
Appears in 3 contracts
Samples: Underwriting Agreement (Unusual Machines, Inc.), Underwriting Agreement (Unusual Machines, Inc.), Underwriting Agreement (Unusual Machines, Inc.)
Purchase of Option Shares. 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 up to [__] Option Shares. The purchase price (net of discount and commissions) to be paid for each the Option Share will be the same Purchase Price Shares (net of discount discounts and commissions) allocated to each Firm will be $[____] per Option Share. 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 before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Firm Shares shares of Common Stock 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 Firm Shares shares of Common Stock specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with (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 Firm Shares, is Shares to be purchased by it as set forth on Schedule A I opposite such Underwriter’s name. For purposes name as the total number of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in Option Shares to be purchased bears to the State total number of New York are authorized or required by law or other governmental action to closeFirm Shares.
Appears in 3 contracts
Samples: Underwriting Agreement (American Resources Corp), Underwriting Agreement (American Resources Corp), Underwriting Agreement (American Resources Corp)
Purchase of Option Shares. 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. 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 the Firm ShareShares. 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 two 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 Firm Option Shares 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, andand the Underwriters will become obligated to purchase, in each case subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Firm Option Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with (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 Firm Shares, is Shares to be purchased by it as set forth on Schedule A opposite such Underwriter’s name. For purposes name as the total number of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in Option Shares to be purchased bears to the State total number of New York are authorized or required by law or other governmental action to closeFirm Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Boxlight Corp), Underwriting Agreement (Yield10 Bioscience, Inc.)
Purchase of Option Shares. 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 up to 150,000 Option Shares. The purchase price (net of discount and commissions) to be paid for each the Option Share will be the same Purchase Price Shares (net of discount discounts and commissions) allocated to each Firm will be $3.72 per Option Share. 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 before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Firm Shares shares of Common Stock 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 Firm Shares shares of Common Stock specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with (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 Firm Shares, is Shares to be purchased by it as set forth on Schedule A I opposite such Underwriter’s name. For purposes name as the total number of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in Option Shares to be purchased bears to the State total number of New York are authorized or required by law or other governmental action to closeFirm Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (American Resources Corp), Underwriting Agreement (American Resources Corp)
Purchase of Option Shares. 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. 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 Firm Share. 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 before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Firm Option Shares 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 Firm Option Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with that bears the same proportion to the number of Firm Shares, is Shares to be purchased by it as set forth on Schedule A opposite such Underwriter’s name. For purposes name as the total number of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in Option Shares to be purchased bears to the State total number of New York are authorized or required by law or other governmental action to closeFirm Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Chromocell Therapeutics Corp), Underwriting Agreement (Chromocell Therapeutics Corp)
Purchase of Option Shares. 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. 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 Firm Share. 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 before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Firm Shares shares of Common Stock 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 Firm Shares shares of Common Stock specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with that bears the same proportion to the number of Firm Shares, is Shares to be purchased by it as set forth on Schedule A opposite such Underwriter’s name. For purposes name as the total number of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in Option Shares to be purchased bears to the State total number of New York are authorized or required by law or other governmental action to closeFirm Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Boxlight Corp), Underwriting Agreement (Boxlight Corp)
Purchase of Option Shares. Subject In addition, on the basis of the representations, warranties and agreements of the Company and the Operating Partnership herein contained and subject to all the terms and conditions of this Agreement, the Company grants an option to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, all up to [•] Option Shares from the Company at the purchase price per share of $[•]; provided that the price per share for any Option Shares shall be reduced by an amount per share equal to any dividend or less than all of distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price (net of discount option hereby granted may be exercised only to cover overallotment in the Firm Shares by the Underwriters and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th 30th day after the date of this Agreement, upon written notice (the “Option Shares Notice”) by the Representative to the Company no later than 12:00 noonp.m., New York City time, at least one two and no more than five business days before the date specified for closing in the Option Shares Notice (the an “Option Closing Date”) ), setting forth the aggregate number of Firm Option Shares to be purchased and the time and date for such purchase. Upon exercise of On the OptionOption Closing Date, the Company will become obligated shall issue and sell 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 Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares thatset forth in the Option Shares Notice, together with and the number Underwriters shall purchase from the Company such percentage of the Option Shares as is equal to the percentage of Firm SharesShares that such Underwriter is purchasing, is set forth on Schedule A opposite subject, however, to such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions adjustments to eliminate fractional shares as the Representative in the State of New York are authorized or required by law or other governmental action to closeits sole discretion shall make.
Appears in 2 contracts
Samples: Underwriting Agreement (Modiv Inc.), Underwriting Agreement (Healthcare Trust, Inc.)
Purchase of Option Shares. 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. 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 Firm Share. 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 before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Firm Option Shares 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 Firm Option Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with that bears the same proportion to the number of Firm Shares, is Shares to be purchased by it as set forth on Schedule A opposite such Underwriter’s namename as the total number of Option Shares to be purchased bears to the total number of Firm Shares. For purposes Payment for the Option Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable to the order of this Agreementthe Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or, “business day” means any day in each case, through the facilities of DTC (as defined below)) for the account of the Underwriters. The Option Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) full Business Days prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Option Shares except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in upon tender of payment by the State of New York are authorized or required by law or other governmental action to closeRepresentative for applicable Option Shares.
Appears in 2 contracts
Samples: Underwriting Agreement (Chromocell Therapeutics Corp), Underwriting Agreement (Chromocell Therapeutics Corp)
Purchase of Option Shares. 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. 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 Firm Share. 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 before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Firm Ordinary Shares 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 Firm Ordinary Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with that bears the same proportion to the number of Firm Shares, is Shares to be purchased by it as set forth on Schedule A opposite such Underwriter’s name. For purposes name as the total number of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in Option Shares to be purchased bears to the State total number of New York are authorized or required by law or other governmental action to closeFirm Shares.
Appears in 1 contract
Purchase of Option Shares. 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. 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 the Firm ShareShares. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th 30th 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 two 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 Firm Option Shares 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, andand the Underwriters will become obligated to purchase, in each case subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Firm Option Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with (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 Firm Shares, is Securities to be purchased by it as set forth on Schedule A opposite such Underwriter’s name. For purposes name as the total number of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in Option Shares to be purchased bears to the State total number of New York are authorized or required by law or other governmental action to closeFirm Securities.
Appears in 1 contract
Samples: Underwriting Agreement (Achieve Life Sciences, Inc.)
Purchase of Option Shares. Subject In addition, on the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company grants an option to the Representative on behalf of the several Underwriters the Option to purchase, severally and not jointly, all up to 300,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares; provided that the price per share for any Option Shares shall be reduced by an amount per share equal to any dividends or less than all of distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price (net Option may be exercised only to cover over-allotments in the sale of discount the Firm Shares by the Underwriters and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th 30th day after the date of this Agreement, upon written notice (the “Option Shares Notice”) by the Representative to the Company no later than 12:00 noonp.m., New York City time, at least one two and no more than five business days before the date specified for closing in the Option Shares Notice (the a “Option Closing Date”) setting forth the aggregate number of Firm Option Shares to be purchased and the time and date for such purchase. Upon exercise of On the OptionOption Closing Date, the Company will become obligated to convey shall issue and sell to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with set forth in the number Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares as is equal to the percentage of Firm SharesShares that such Underwriter is purchasing, is set forth on Schedule A opposite subject, however, to such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions adjustments to eliminate fractional shares as the Representative in the State of New York are authorized or required by law or other governmental action to closeits sole discretion shall make.
Appears in 1 contract
Samples: Underwriting Agreement (Monmouth Real Estate Investment Corp)
Purchase of Option Shares. Subject In addition, on the basis of the representations, warranties and agreements of the Company and the Operating Partnership herein contained and subject to all the terms and conditions of this Agreement, the Company grants an option to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, all up to 600,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares; provided that the price per share for any Option Shares shall be reduced by an amount per share equal to any dividend or less than all of distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. 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 Firm Share. The Option option hereby granted may be exercised in whole or in part at any time and from time to time on or before the 45th 30th day after the date of this Agreement, upon written notice (the “Option Shares Notice”) by the Representative Representatives to the Company no later than 12:00 noonp.m., New York City time, at least one two and no more than five business days before the date specified for closing in the Option Shares Notice (the an “Option Closing Date”) ), setting forth the aggregate number of Firm Option Shares to be purchased and the time and date for such purchase. Upon exercise of On the OptionOption Closing Date, the Company will become obligated shall issue and sell 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 Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares thatset forth in the Option Shares Notice, together with and the number Underwriters shall purchase from the Company such percentage of the Option Shares as is equal to the percentage of Firm SharesShares that such Underwriter is purchasing, is set forth on Schedule A opposite subject, however, to such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions adjustments to eliminate fractional shares as the Representatives in the State of New York are authorized or required by law or other governmental action to closetheir sole discretion shall make.
Appears in 1 contract
Purchase of Option Shares. Subject In addition, on the basis of the representations, warranties and agreements of the Company and the Operating Partnership herein contained and subject to all the terms and conditions of this Agreement, the Company grants an overallotment option to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, all up to 450,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares; provided that the price per share for any Option Shares shall be reduced by an amount per share equal to any dividend or less than all of distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price (net of discount option hereby granted may be exercised only to cover overallotment in the Firm Shares by the Underwriters and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th 30th day after the date of this Agreement, upon written notice (the “Option Shares Notice”) by the Representative Representatives to the Company no later than 12:00 noonp.m., New York City time, at least one two and no more than five business days before the date specified for closing in the Option Shares Notice (the an “Option Closing Date”) ), setting forth the aggregate number of Firm Option Shares to be purchased and the time and date for such purchase. Upon exercise of On the OptionOption Closing Date, the Company will become obligated shall issue and sell 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 Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares thatset forth in the Option Shares Notice, together with and the number Underwriters shall purchase from the Company such percentage of the Option Shares as is equal to the percentage of Firm SharesShares that such Underwriter is purchasing, is set forth on Schedule A opposite subject, however, to such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions adjustments to eliminate fractional shares as the Representatives in the State of New York are authorized or required by law or other governmental action to closetheir sole discretion shall make.
Appears in 1 contract
Purchase of Option Shares. Subject In addition, on the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company grants an option to the Representative on behalf of the several Underwriters the Option to purchase, severally and not jointly, all up to 450,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares; provided that the price per share for any Option Shares shall be reduced by an amount per share equal to any dividends or less than all of distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price (net option hereby granted may be exercised only to cover over-allotments in the sale of discount the Firm Shares by the Underwriters and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th 30th day after the date of this Agreement, upon written notice (the “Option Shares Notice”) by the Representative Representatives to the Company no later than 12:00 noonp.m., New York City time, at least one two and no more than five business days before the date specified for closing in the Option Shares Notice (the an “Option Closing Date”) ), setting forth the aggregate number of Firm Option Shares to be purchased and the time and date for such purchase. Upon exercise of On the OptionOption Closing Date, the Company will become obligated shall issue and sell 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 Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with set forth in the number Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares as is equal to the percentage of Firm SharesShares that such Underwriter is purchasing, is set forth on Schedule A opposite subject, however, to such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions adjustments to eliminate fractional shares as the Representatives in the State of New York are authorized or required by law or other governmental action to closetheir sole discretion shall make.
Appears in 1 contract
Samples: Underwriting Agreement (Monmouth Real Estate Investment Corp)
Purchase of Option Shares. Subject In addition, on the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company grants an option to the Representative on behalf of the several Underwriters the Option to purchase, severally and not jointly, all up to 300,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares; provided that the price per share for any Option Shares shall be reduced by an amount per share equal to any dividend or less than all of distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price (net option hereby granted may be exercised only to cover over-allotments in the sale of discount the Firm Shares by the Underwriters and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th 30th day after the date of this Agreement, upon written notice (the “"Option Shares Notice”") by the Representative Representatives to the Company no later than 12:00 noonp.m., New York City time, at least one two and no more than five business days before the date specified for closing in the Option Shares Notice (the “an "Option Closing Date”) "), setting forth the aggregate number of Firm Option Shares to be purchased and the time and date for such purchase. Upon exercise of On the OptionOption Closing Date, the Company will become obligated shall issue and sell 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 Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with set forth in the number Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares as is equal to the percentage of Firm SharesShares that such Underwriter is purchasing, is set forth on Schedule A opposite subject, however, to such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions adjustments to eliminate fractional shares as the Representatives in the State of New York are authorized or required by law or other governmental action to closetheir sole discretion shall make.
Appears in 1 contract
Purchase of Option Shares. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative Representative, on behalf of the Underwriters the Underwriters, an Over-allotment Option to purchase, severally and not jointly, all or less than all [____] additional Option Shares, representing fifteen percent (15%) of the Option SharesFirm Shares sold in the Offering, from the Company. 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 Firm Share. The Over-allotment 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 Firm Option Shares 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 to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Firm Option Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with that bears the same proportion to the number of Firm Shares, is Shares to be purchased by it as set forth on Schedule A opposite such Underwriter’s name. For purposes of this Agreement, a “business dayBusiness Day” means any day except other than Saturday, Sunday and any day which is a federal legal holiday or a other day on which banking institutions commercial banks in the State 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 other 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 action to closeauthority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
Appears in 1 contract
Purchase of Option Shares. Subject In addition, on the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company grants an option to the Representative on behalf of the several Underwriters the Option to purchase, severally and not jointly, all up to 400,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares; provided that the price per share for any Option Shares shall be reduced by an amount per share equal to any dividend or less than all of distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price (net option hereby granted may be exercised only to cover over-allotments in the sale of discount the Firm Shares by the Underwriters and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th 30th day after the date of this Agreement, upon written notice (the “Option Shares Notice”) by the Representative Representatives to the Company no later than 12:00 noonp.m., New York City time, at least one two and no more than five business days before the date specified for closing in the Option Shares Notice (the an “Option Closing Date”) ), setting forth the aggregate number of Firm Option Shares to be purchased and the time and date for such purchase. Upon exercise of On the OptionOption Closing Date, the Company will become obligated shall issue and sell 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 Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with set forth in the number Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares as is equal to the percentage of Firm SharesShares that such Underwriter is purchasing, is set forth on Schedule A opposite subject, however, to such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions adjustments to eliminate fractional shares as the Representatives in the State of New York are authorized or required by law or other governmental action to closetheir sole discretion shall make.
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Purchase of Option Shares. Subject In addition, on the basis of the representations, warranties and agreements of the Company and the Operating Partnership herein contained and subject to all the terms and conditions of this Agreement, the Company grants an option to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, all up to 480,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares; provided that the price per share for any Option Shares shall be reduced by an amount per share equal to any dividend or less than all of distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price (net of discount option hereby granted may be exercised only to cover overallotment in the Firm Shares by the Underwriters and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th 30th day after the date of this Agreement, upon written notice (the “Option Shares Notice”) by the Representative to the Company no later than 12:00 noonp.m., New York City time, at least one two and no more than five business days before the date specified for closing in the Option Shares Notice (the an “Option Closing Date”) ), setting forth the aggregate number of Firm Option Shares to be purchased and the time and date for such purchase. Upon exercise of On the OptionOption Closing Date, the Company will become obligated shall issue and sell 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 Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares thatset forth in the Option Shares Notice, together with and the number Underwriters shall purchase from the Company such percentage of the Option Shares as is equal to the percentage of Firm SharesShares that such Underwriter is purchasing, is set forth on Schedule A opposite subject, however, to such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions adjustments to eliminate fractional shares as the Representative in the State of New York are authorized or required by law or other governmental action to closeits sole discretion shall make.
Appears in 1 contract
Samples: Underwriting Agreement (American Finance Trust, Inc)
Purchase of Option Shares. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative Representative, on behalf of the Underwriters the Underwriters, an Over-allotment Option to purchase, severally and not jointly, all or less than all 182,813 additional Option Shares, representing fifteen percent (15%) of the Option SharesFirm Shares sold in the Offering, from the Company. 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 Firm Share. The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment 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 AgreementClosing Date, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noonCompany, 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 Firm Option Shares to be purchased and the time and date for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such purchaseother time as shall be agreed upon by the Company and the Representative, at the offices of Representative, at the offices of Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Option Notice. Upon exercise of the Over-allotment 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 Firm Option Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with that bears the same proportion to the number of Firm Shares, is Shares to be purchased by it as set forth on Schedule A opposite such Underwriter’s name. For purposes of this Agreement, a “business dayBusiness Day” means any day except other than Saturday, Sunday and any day which is a federal legal holiday or a other day on which banking institutions commercial banks in the State 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 other 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 action to closeauthority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
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Purchase of Option Shares. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative Representative, on behalf of the Underwriters the Underwriters, an Over‐allotment Option to purchase, severally and not jointly, all or less than all 150,000 additional Option Shares, representing fifteen percent (15%) of the Option SharesFirm Shares sold in the Offering, from the Company. 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 Firm Share. The Over‐allotment 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 Firm Option Shares 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 to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Firm Option Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with that bears the same proportion to the number of Firm Shares, is Shares to be purchased by it as set forth on Schedule A opposite such Underwriter’s name. For purposes of this Agreement, a “business dayBusiness Day” means any day except other than Saturday, Sunday and any day which is a federal legal holiday or a other day on which banking institutions commercial banks in the State 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 other 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 action to closeauthority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
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Purchase of Option Shares. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative Representative, on behalf of the Underwriters the Underwriters, an Over-allotment Option to purchase, severally and not jointly, all or less than all [____] additional Option Shares, representing fifteen percent (15%) of the Option SharesFirm Shares sold in the Offering, from the Company. 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 Firm Share. The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment 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 AgreementClosing Date, upon written notice (the “Option Notice”) by the Representative to the Company no later than 12:00 noonCompany, 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 Firm Option Shares to be purchased and the time and date for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such purchaseother time as shall be agreed upon by the Company and the Representative, at the offices of Representative, at the offices of Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the Option Notice. Upon exercise of the Over-allotment 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 Firm Option Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with that bears the same proportion to the number of Firm Shares, is Shares to be purchased by it as set forth on Schedule A opposite such Underwriter’s name. For purposes of this Agreement, a “business dayBusiness Day” means any day except other than Saturday, Sunday and any day which is a federal legal holiday or a other day on which banking institutions commercial banks in the State 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 other 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 action to closeauthority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.
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Purchase of Option Shares. 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. 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 Firm Share. 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 before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of Firm Shares 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 Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with the number of Firm Shares, is set forth on Schedule A opposite such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
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Purchase of Option Shares. Subject to all the terms and conditions of this Agreement, the Company grants to the Representative Representatives on behalf of the Underwriters the Option to purchase, severally and not jointly, all or less than all of the Option Shares. 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 Firm Share. 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 Representatives 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 Firm Ordinary Shares 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 Firm Ordinary Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with that bears the same proportion to the number of Firm Shares, is Shares to be purchased by it as set forth on Schedule A opposite such Underwriter’s name. For purposes name as the total number of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in Option Shares to be purchased bears to the State total number of New York are authorized or required by law or other governmental action to closeFirm Shares.
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Purchase of Option Shares. Subject In addition, on the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company grants an option to the Representative on behalf of the several Underwriters the Option to purchase, severally and not jointly, all up to [•] Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares; provided that the price per share for any Option Shares shall be reduced by an amount per share equal to any dividends or less than all of distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price (net Option may be exercised only to cover over-allotments in the sale of discount the Firm Shares by the Underwriters and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th 30th day after the date of this Agreement, upon written notice (the “Option Shares Notice”) by the Representative to the Company no later than 12:00 noonp.m., New York City time, at least one two and no more than five business days before the date specified for closing in the Option Shares Notice (the a “Option Closing Date”) setting forth the aggregate number of Firm Option Shares to be purchased and the time and date for such purchase. Upon exercise of On the OptionOption Closing Date, the Company will become obligated to convey shall issue and sell to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with set forth in the number Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares as is equal to the percentage of Firm SharesShares that such Underwriter is purchasing, is set forth on Schedule A opposite subject, however, to such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions adjustments to eliminate fractional shares as the Representative in the State of New York are authorized or required by law or other governmental action to closeits sole discretion shall make.
Appears in 1 contract
Samples: Underwriting Agreement (Monmouth Real Estate Investment Corp)
Purchase of Option Shares. Subject In addition, on the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company grants an option to the Representative on behalf of the several Underwriters the Option to purchase, severally and not jointly, all up to 750,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares; provided that the price per share for any Option Shares shall be reduced by an amount per share equal to any dividend or less than all of distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price (net option hereby granted may be exercised only to cover over-allotments in the sale of discount the Firm Shares by the Underwriters and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th 30th day after the date of this Agreement, upon written notice (the “"Option Shares Notice”") by the Representative Representatives to the Company no later than 12:00 noonp.m., New York City time, at least one two and no more than five business days before the date specified for closing in the Option Shares Notice (the “an "Option Closing Date”) "), setting forth the aggregate number of Firm Option Shares to be purchased and the time and date for such purchase. Upon exercise of On the OptionOption Closing Date, the Company will become obligated shall issue and sell 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 Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with set forth in the number Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares as is equal to the percentage of Firm SharesShares that such Underwriter is purchasing, is set forth on Schedule A opposite subject, however, to such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions adjustments to eliminate fractional shares as the Representatives in the State of New York are authorized or required by law or other governmental action to closetheir sole discretion shall make.
Appears in 1 contract
Purchase of Option Shares. Subject In addition, on the basis of the representations, warranties and agreements of the Company and the Operating Partnership herein contained and subject to all the terms and conditions of this Agreement, the Company grants an option to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, all up to 180,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares; provided that the price per share for any Option Shares shall be reduced by an amount per share equal to any dividend or less than all of distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. 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 Firm Share. The Option option hereby granted may be exercised in whole or in part at any time and from time to time on or before the 45th 30th day after the date of this Agreement, upon written notice (the “Option Shares Notice”) by the Representative Representatives to the Company no later than 12:00 noonp.m., New York City time, at least one two and no more than five business days before the date specified for closing in the Option Shares Notice (the an “Option Closing Date”) ), setting forth the aggregate number of Firm Option Shares to be purchased and the time and date for such purchase. Upon exercise of On the OptionOption Closing Date, the Company will become obligated shall issue and sell 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 Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares thatset forth in the Option Shares Notice, together with and the number Underwriters shall purchase from the Company such percentage of the Option Shares as is equal to the percentage of Firm SharesShares that such Underwriter is purchasing, is set forth on Schedule A opposite subject, however, to such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions adjustments to eliminate fractional shares as the Representatives in the State of New York are authorized or required by law or other governmental action to closetheir sole discretion shall make.
Appears in 1 contract
Samples: Underwriting Agreement (American Finance Trust, Inc)
Purchase of Option Shares. Subject In addition, on the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company grants an option to the Representative on behalf of the several Underwriters the Option to purchase, severally and not jointly, all up to an aggregate of 1,200,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares; provided that the price per share for any Option Shares shall be reduced by an amount per share equal to any dividends or less than all of distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price (net option hereby granted may be exercised only to cover over-allotments in the sale of discount the Firm Shares by the Underwriters and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th 30th day after the date of this Agreement, upon written notice (the “Option Shares Notice”) by the Representative Representatives to the Company no later than 12:00 noonp.m., New York City time, at least one two and no more than five business days before the date specified for closing in the Option Shares Notice (the an “Option Closing Date”) setting forth the aggregate number of Firm Option Shares to be purchased and the time and date for such purchase. Upon exercise of On the OptionOption Closing Date, the Company will become obligated shall issue and sell 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 Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with set forth in the number Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares as is equal to the percentage of Firm SharesShares that such Underwriter is purchasing, is set forth on Schedule A opposite subject, however, to such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions adjustments to eliminate fractional shares as the Representatives in the State of New York are authorized or required by law or other governmental action to closetheir sole discretion shall make.
Appears in 1 contract
Samples: Underwriting Agreement (Monmouth Real Estate Investment Corp)
Purchase of Option Shares. Subject In addition, on the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company grants an option to the Representative on behalf of the several Underwriters the Option to purchase, severally and not jointly, all up to 1,050,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares; provided that the price per share for any Option Shares shall be reduced by an amount per share equal to any dividends or less than all of distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price (net option hereby granted may be exercised only to cover over-allotments in the sale of discount the Firm Shares by the Underwriters and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th 30th day after the date of this Agreement, upon written notice (the “Option Shares Notice”) by the Representative Representatives to the Company no later than 12:00 noonp.m., New York City time, at least one two and no more than five business days before the date specified for closing in the Option Shares Notice (the an “Option Closing Date”) setting forth the aggregate number of Firm Option Shares to be purchased and the time and date for such purchase. Upon exercise of On the OptionOption Closing Date, the Company will become obligated shall issue and sell 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 Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares that, together with set forth in the number Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares as is equal to the percentage of Firm SharesShares that such Underwriter is purchasing, is set forth on Schedule A opposite subject, however, to such Underwriter’s name. For purposes of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions adjustments to eliminate fractional shares as the Representatives in the State of New York are authorized or required by law or other governmental action to closetheir sole discretion shall make.
Appears in 1 contract
Samples: Underwriting Agreement (Monmouth Real Estate Investment Corp)
Purchase of Option Shares. Subject In addition, on the basis of the representations, warranties and agreements of the Company and the Operating Partnership herein contained and subject to all the terms and conditions of this Agreement, the Company grants an option to the Representative on behalf of the Underwriters the Option to purchase, severally and not jointly, all up to 450,000 Option Shares from the Company at the purchase price per share of $24.454625; provided that the price per share for any Option Shares shall be reduced by an amount per share equal to any dividend or less than all of distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price (net of discount option hereby granted may be exercised only to cover overallotment in the Firm Shares by the Underwriters and commissions) to be paid for each Option Share will be the same Purchase Price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time and from time to time on or before the 45th 30th day after the date of this Agreement, upon written notice (the “Option Shares Notice”) by the Representative to the Company no later than 12:00 noonp.m., New York City time, at least one two and no more than five business days before the date specified for closing in the Option Shares Notice (the an “Option Closing Date”) ), setting forth the aggregate number of Firm Option Shares to be purchased and the time and date for such purchase. Upon exercise of On the OptionOption Closing Date, the Company will become obligated shall issue and sell 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 Firm Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares thatset forth in the Option Shares Notice, together with and the number Underwriters shall purchase from the Company such percentage of the Option Shares as is equal to the percentage of Firm SharesShares that such Underwriter is purchasing, is set forth on Schedule A opposite subject, however, to such Underwriter’s name. For purposes adjustments to eliminate fractional shares as the Representative in its sole discretion shall make, and such Option Shares will be sold by the Underwriters at a price per share of this Agreement, “business day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close$25.25.
Appears in 1 contract
Samples: Underwriting Agreement (American Finance Trust, Inc)