Common use of Purchase of Option Shares Clause in Contracts

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, up to 150,000 Option Shares. The purchase price to be paid for the Option Shares (net of discounts and commissions) will be $3.72 per Option Share. 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 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 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 (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 to be purchased by it as set forth on Schedule I opposite such Underwriter’s name as the total number of Option Shares to be purchased bears to the total number of Firm Shares.

Appears in 2 contracts

Samples: Underwriting Agreement (American Resources Corp), Underwriting Agreement (American Resources Corp)

AutoNDA by SimpleDocs

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, up to 150,000 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 Option Shares same Purchase Price (net of discounts discount and commissions) will be $3.72 per Option Shareallocated to the Firm Shares. 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 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 shares of Common Stock 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 shares of Common Stock 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 (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 to be purchased by it as set forth on Schedule I A opposite such Underwriter’s name as the total number of Option Shares to be purchased bears to the total number of Firm 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, up to 150,000 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 Option Shares same Purchase Price (net of discounts discount and commissions) will be $3.72 per Option allocated to each 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 shares of Common Stock 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 shares of Common Stock 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 (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 to be purchased by it as set forth on Schedule I A opposite such Underwriter’s name as the total number of Option Shares to be purchased bears to the total number of Firm Shares. 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 the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or, 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 upon tender of payment by the Representative for applicable Option Shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Chromocell Therapeutics Corp), Underwriting Agreement (Chromocell Therapeutics 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, up to 150,000 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 distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price option hereby granted may be exercised only to be paid for cover over-allotments in the Option sale of the Firm Shares (net of discounts by the Underwriters and commissions) will be $3.72 per Option Share. The Option may be exercised in whole or in part at any 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 shares of Common Stock 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 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 (set forth in the Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares as adjusted by the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion is equal to the number percentage of Firm Shares that such Underwriter is purchasing, subject, however, to be purchased by it as set forth on Schedule I opposite such Underwriter’s name adjustments to eliminate fractional shares as the total number of Option Shares to be purchased bears to the total number of Firm SharesRepresentatives in their sole discretion shall make.

Appears in 1 contract

Samples: Monmouth Real Estate Investment Corp

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, up to 150,000 all or less than [____] additional Option Shares, representing fifteen percent (15%) of the Firm Shares sold in the Offering, from the Company. The purchase price to be paid for the each Option Shares (net of discounts and commissions) Share will be $3.72 per Option the same Purchase Price allocated to each Firm Share. The Over-allotment 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 Business Days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of shares of Common Stock 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 shares of Common Stock 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 (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 to be purchased by it as set forth on Schedule I A opposite such Underwriter’s name as the total number name. For purposes of Option Shares 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 purchased bears authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the total number direction of Firm Sharesany 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 Shares. Subject to all For the terms purposes of covering any over-allotments in connection with the distribution and conditions sale of this Agreementthe Firm Shares, the Company grants Underwriter is hereby granted an option to purchase in the Representative on behalf of the Underwriters the Option to purchase, severally and not jointlyaggregate, up to 150,000 562,055 Option SharesShares (the “Over-Allotment Option”). The In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for each Option Share will be the Firm Share Purchase Price. The Over-Allotment Option granted pursuant to this Section 1(b) may be exercised by the Underwriter as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date hereof. The Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Underwriter. The Over-Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter (each, an “Option Notice”), setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (net each, an “Option Closing Date”), which will not be later than three (3) business days after the date of discounts and commissionsthe notice (as soon as one (1) will be $3.72 per Option Share. The Option may be exercised in whole or in part at any time on or before the 45th business day after the date of this Agreementthe notice, unless such notice is given prior to the Closing Date, then the Closing Date) or such other time as shall be agreed upon written notice by the Company and the Underwriter, at such place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriter. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in Exhibit 1.1 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 shares of Common Stock 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 UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of shares of Common Stock Option Shares specified in the such Option Notice. If The Underwriter may cancel the Over-Allotment Option at any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (as adjusted by the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion time prior to the number expiration of Firm Shares to be purchased the Over-Allotment Option by it as set forth on Schedule I opposite such Underwriter’s name as the total number of Option Shares to be purchased bears written notice to the total number of Firm SharesCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Apollo Endosurgery, 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, up to 150,000 300,000 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 distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price Option may be exercised only to be paid for cover over-allotments in the Option sale of the Firm Shares (net of discounts by the Underwriters and commissions) will be $3.72 per Option Share. The Option may be exercised in whole or in part at any 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 shares of Common Stock 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 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 (set forth in the Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares as adjusted by is equal to the percentage of Firm Shares that such Underwriter is purchasing, subject, however, to such adjustments to eliminate fractional shares as the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion to the number of Firm Shares to be purchased by it as set forth on Schedule I opposite such Underwriter’s name as the total number of Option Shares to be purchased bears to the total number of Firm Sharesits sole discretion shall make.

Appears in 1 contract

Samples: Underwriting Agreement (Monmouth Real Estate Investment Corp)

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, up to all or less than 150,000 additional Option Shares, representing fifteen percent (15%) of the Firm Shares sold in the Offering, from the Company. The purchase price to be paid for the each Option Shares (net of discounts and commissions) Share will be $3.72 per Option the same Purchase Price allocated to each Firm Share. The Over‐allotment 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 Business Days before the date specified for closing in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of shares of Common Stock 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 shares of Common Stock 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 (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 to be purchased by it as set forth on Schedule I A opposite such Underwriter’s name as the total number name. For purposes of Option Shares 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 purchased bears authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the total number direction of Firm Sharesany 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 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, up to 150,000 750,000 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 distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price option hereby granted may be exercised only to be paid for cover over-allotments in the Option sale of the Firm Shares (net of discounts by the Underwriters and commissions) will be $3.72 per Option Share. The Option may be exercised in whole or in part at any 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 shares of Common Stock 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 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 (set forth in the Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares as adjusted by the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion is equal to the number percentage of Firm Shares that such Underwriter is purchasing, subject, however, to be purchased by it as set forth on Schedule I opposite such Underwriter’s name adjustments to eliminate fractional shares as the total number of Option Shares to be purchased bears to the total number of Firm SharesRepresentatives in their sole discretion shall make.

Appears in 1 contract

Samples: Underwriting Agreement (Umh Properties, Inc.)

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, up to 150,000 450,000 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 distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price option hereby granted may be exercised only to be paid for cover overallotment in the Option Firm Shares (net of discounts by the Underwriters and commissions) will be $3.72 per Option Share. The Option may be exercised in whole or in part at any 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 shares of Common Stock 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 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 (set forth in the Option Shares Notice, and the Underwriters shall purchase from the Company such percentage of the Option Shares as adjusted by the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion is equal to the number percentage of Firm Shares that such Underwriter is purchasing, subject, however, to be purchased by it as set forth on Schedule I opposite such Underwriter’s name adjustments to eliminate fractional shares as the total number of Option Shares to be purchased bears to the total number of Firm SharesRepresentatives in their sole discretion shall make.

Appears in 1 contract

Samples: Underwriting Agreement (Global Net Lease, 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, up to 150,000 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 distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price option hereby granted may be exercised only to be paid for cover over-allotments in the Option sale of the Firm Shares (net of discounts by the Underwriters and commissions) will be $3.72 per Option Share. The Option may be exercised in whole or in part at any 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 shares of Common Stock 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 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 (set forth in the Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares as adjusted by the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion is equal to the number percentage of Firm Shares that such Underwriter is purchasing, subject, however, to be purchased by it as set forth on Schedule I opposite such Underwriter’s name adjustments to eliminate fractional shares as the total number of Option Shares to be purchased bears to the total number of Firm SharesRepresentatives in their sole discretion shall make.

Appears in 1 contract

Samples: 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, up to 150,000 450,000 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 distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price option hereby granted may be exercised only to be paid for cover over-allotments in the Option sale of the Firm Shares (net of discounts by the Underwriters and commissions) will be $3.72 per Option Share. The Option may be exercised in whole or in part at any 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 shares of Common Stock 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 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 (set forth in the Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares as adjusted by the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion is equal to the number percentage of Firm Shares that such Underwriter is purchasing, subject, however, to be purchased by it as set forth on Schedule I opposite such Underwriter’s name adjustments to eliminate fractional shares as the total number of Option Shares to be purchased bears to the total number of Firm SharesRepresentatives in their 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, up to 150,000 [•] 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 distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price Option may be exercised only to be paid for cover over-allotments in the Option sale of the Firm Shares (net of discounts by the Underwriters and commissions) will be $3.72 per Option Share. The Option may be exercised in whole or in part at any 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 shares of Common Stock 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 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 (set forth in the Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares as adjusted by is equal to the percentage of Firm Shares that such Underwriter is purchasing, subject, however, to such adjustments to eliminate fractional shares as the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion to the number of Firm Shares to be purchased by it as set forth on Schedule I opposite such Underwriter’s name as the total number of Option Shares to be purchased bears to the total number of Firm Sharesits sole discretion shall make.

Appears in 1 contract

Samples: Underwriting Agreement (Monmouth Real Estate Investment Corp)

AutoNDA by SimpleDocs

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, up to 150,000 all or less than [____] additional Option Shares, representing fifteen percent (15%) of the Firm Shares sold in the Offering, from the Company. The purchase price to be paid for each Option Share will be the same Purchase Price allocated to each Firm Share. The Underwriters shall not be under any obligation to purchase any of the Option Shares (net prior to the exercise of discounts and commissions) will be $3.72 per Option Sharethe Over-allotment Option. The Over-allotment Option may be exercised in whole or in part at any 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 shares of Common Stock 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 shares of Common Stock 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 (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 to be purchased by it as set forth on Schedule I A opposite such Underwriter’s name as the total number name. For purposes of Option Shares 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 purchased bears authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the total number direction of Firm Sharesany 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 (Founder Group LTD)

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, up to 150,000 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 Option Shares same Purchase Price (net of discounts discount and commissions) will be $3.72 per Option allocated to each Firm Share. 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 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 shares of Common Stock 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 shares of Common Stock 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 (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 to be purchased by it as set forth on Schedule I A opposite such Underwriter’s name as the total number of Option Shares to be purchased bears to the total number of Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (SolarJuice Co., Ltd.)

Purchase of Option Shares. Subject to all For the terms purposes of covering any over-allotments in connection with the distribution and conditions sale of this Agreementthe Firm Shares, the Company grants to the Representative on behalf of the Underwriters the Option Co-Representatives are hereby granted an option to purchase, severally and not jointly, in the aggregate, up to 150,000 Option SharesShares (the “Over-Allotment Option”). The In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for each Option Share will be the Firm Share Purchase Price. The Over-Allotment Option granted pursuant to this Section 1(b) may be exercised by the Co-Representatives as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the date hereof. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Co-Representatives. The Over-Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Co-Representatives (each, an “Option Notice”), setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (net each, an “Option Closing Date”), which will not be later than three (3) business days after the date of discounts and commissionsthe notice (as soon as one (1) will be $3.72 per Option Share. The Option may be exercised in whole or in part at any time on or before the 45th business day after the date of this Agreementthe notice, unless such notice is given prior to the Closing Date, then the Closing Date) or such other time as shall be agreed upon written notice (the “Option Notice”) by the Representative to Company and the Co-Representatives, at such place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company no later than 12:00 noonand the Co-Representatives. If such delivery and payment for the Option Shares does not occur on the Closing Date, New York City time, at least one and no more than five business days before the date specified for closing each Option Closing Date will be as set forth in the Option Notice (the “Option Closing Date”) setting forth the aggregate number of shares of Common Stock to be purchased and the time and date for such purchaseNotice. 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 shares of Common Stock Option Shares specified in the such Option Notice. If The Co-Representatives may cancel the Over-Allotment Option at any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (as adjusted by the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion time prior to the number expiration of Firm Shares the Over-Allotment Option by written notice to be purchased by it as set forth on Schedule I opposite such Underwriter’s name as the total Company. Upon exercise of the Over-Allotment Option, the number of Option Shares to be purchased bears to by each Underwriter shall be the same percentage of the total number of shares of the Option Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Shares, subject to such adjustments as the Co-Representatives in their sole discretion shall make to eliminate fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Apollo Endosurgery, 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, up to 150,000 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 Option Shares same Purchase Price (net of discounts discount and commissions) will be $3.72 per Option Shareallocated to the Firm Shares. The Option may be exercised in whole or in part at any 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 shares of Common Stock 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 shares of Common Stock 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 (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 Securities to be purchased by it as set forth on Schedule I A opposite such Underwriter’s name as the total number of Option Shares to be purchased bears to the total number of Firm SharesSecurities.

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, up to 150,000 400,000 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 distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price option hereby granted may be exercised only to be paid for cover over-allotments in the Option sale of the Firm Shares (net of discounts by the Underwriters and commissions) will be $3.72 per Option Share. The Option may be exercised in whole or in part at any 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 shares of Common Stock 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 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 (set forth in the Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares as adjusted by the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion is equal to the number percentage of Firm Shares that such Underwriter is purchasing, subject, however, to be purchased by it as set forth on Schedule I opposite such Underwriter’s name adjustments to eliminate fractional shares as the total number of Option Shares to be purchased bears to the total number of Firm SharesRepresentatives in their sole discretion shall make.

Appears in 1 contract

Samples: Underwriting Agreement (Umh Properties, 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, up to 150,000 300,000 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 distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The purchase price option hereby granted may be exercised only to be paid for cover over-allotments in the Option sale of the Firm Shares (net of discounts by the Underwriters and commissions) will be $3.72 per Option Share. The Option may be exercised in whole or in part at any 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 shares of Common Stock 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 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 (set forth in the Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares as adjusted by the Representative in such manner as it deems advisable to avoid fractional securities) that bears the same proportion is equal to the number percentage of Firm Shares that such Underwriter is purchasing, subject, however, to be purchased by it as set forth on Schedule I opposite such Underwriter’s name adjustments to eliminate fractional shares as the total number of Option Shares to be purchased bears to the total number of Firm SharesRepresentatives in their sole discretion shall make.

Appears in 1 contract

Samples: Underwriting Agreement (Umh Properties, 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, up to 150,000 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 Option Shares same Purchase Price (net of discounts discount and commissions) will be $3.72 per Option allocated to each Firm Share. 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 shares of Common Stock 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 shares of Common Stock 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 (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 to be purchased by it as set forth on Schedule I A opposite such Underwriter’s name as the total number of Option Shares to be purchased bears to the total number of Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (SolarJuice Co., Ltd.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!