Purchase of Stock and Over-Allotment Option Sample Clauses

Purchase of Stock and Over-Allotment Option. The Company hereby agrees to sell to members of the Underwriting Group named in Schedule I hereto (for all of whom the Representative is acting), severally and not jointly, and each member of the Underwriting Group, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase from the Company, severally and not jointly, the number of shares of Stock set forth opposite their respective names in Schedule I hereto at a purchase price of $5.00 per share, less the underwriting discounts, and the number of Warrants set forth opposite their respective names in Schedule I hereto at a purchase price of $.125 per Warrant, less the underwriting discounts. The Representative is also granted Representative's Warrants entitling them to purchase120,000 Warrants exercisable at a purchase price of $.001, 120,000 shares of Stock at $8.25 per share of Stock, and 120,000 warrants exercisable at a price of $.206 per Warrant. These warrants are exercisable for Stock at $10.725 per share for four years following the Effective Date subject to a twelve month lock-up. Pursuant to NASD Rule 2710(c)(7)(A) the Representative Warrants and warrants acquired by the Representative and Co-Manager will be restricted from sale, transfer, assignment, or hypothecation for a period of one year from the Effective Date of the Registration Statement except to officers or members of the Representative or Co-Manager and members of the selling group and/or their officers or partners. The Company hereby grants to the Representative an over allotment option (the "Over- allotment Option") for a period of forty-five days after the Effective Date to purchase at the initial public offering price of $5.00 per share up to 180,000 additional shares of Stock and 180,000 Warrants at $.125 per Warrant, less the underwriting discounts, in order to cover over-allotments.
Sample 1
AutoNDA by SimpleDocs
Purchase of Stock and Over-Allotment Option. The Company hereby agrees to sell to members of the Underwriting Group named in Schedule I hereto (for all of whom the Representative is acting), severally and not jointly, and each member of the Underwriting Group, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase from the Company, severally and not jointly, the number of shares of Stock set forth opposite their respective names in Schedule I hereto at a purchase price of $4.25 per share, less the underwriting discounts, and the number of Warrants set forth opposite their respective names in Schedule I hereto at a purchase price of $.15 per Warrant, less the underwriting discounts. The Representative is also granted Representative's Warrants entitling them to purchase 140,000 shares of Stock and 140,000 Warrants exercisable at a purchase price of $6.375 per share of Stock and $.225 per Warrant for four years following the Effective Date subject to a twelve month lock-up. The Company hereby grants to the Representative an over allotment option (the "Over- allotment Option") for a period of forty-five days after the Effective Date to purchase at the initial public offering price of $4.25 per share up to 210,000 additional shares of Stock and 210,000 Warrants at $.15 per Warrant, less the underwriting discounts, in order to cover over-allotments.
Sample 1

Related to Purchase of Stock and Over-Allotment Option

  • Exercise of Over-allotment Option The Over-allotment Option granted pursuant to Section 2(c) hereof may be exercised by the Representative within 45 days of the Closing Date. The purchase price to be paid per Additional Shares shall be equal to the price per Firm Share in Section 2(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Underwriters, which shall be confirmed in writing via overnight mail or facsimile or other electronic transmission, setting forth the number of Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Underwriters, at the offices of the 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 Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Additional Shares specified in such notice and (ii) the Underwriters shall purchase that portion of the total number of Additional Shares.

  • Over Allotment Option 1.2.1. The Representative shall have the option (the “Over-Allotment Option”) to purchase all or less than all of an additional 1,500,000 Units (the “Option Units”) solely for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units. Such Option Units shall, at the Representative’s election, be purchased for each account of the several Underwriters in the same proportion as the number of Firm Units set forth opposite such Underwriter’s name on Schedule A hereto (subject to adjustment by the Representative to eliminate fractions). Such Option Units shall be identical in all respects to the Firm Units. The Firm Units and the Option Units are hereinafter collectively referred to as the “Public Securities.” No Option Units shall be sold or delivered unless the Firm Units previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Units, or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid for each Option Unit (net of discounts and commissions) will be $9.80 per Option Unit.

  • Partial or No Exercise of the Over-allotment Option In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 750,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will own an aggregate number of Shares, not including Shares issuable upon exercise of any warrants or any Common Stock purchased by Subscriber in the IPO or in the aftermarket equal to 20% of the issued and outstanding Shares immediately following the IPO.

  • Exercise of Stock Options If stock options granted in connection with a Stock Incentive Plan are exercised:

  • Purchase of Stock 2 Section 1.1

  • Exercise of Stock Option (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.

  • Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.

  • Optional Shares at the purchase price per share set forth in the paragraph above, for the sole purpose of covering sales of shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

  • Manner of Exercise of Option (a) To the extent that the right to exercise the Option has accrued and is in effect, the Option may be exercised in full or in part by giving written notice to the Company stating the number of Shares as to which the Option is being exercised and accompanied by payment in full for such Shares. No partial exercise may be made for less than one hundred (100) full Shares of Common Stock. Payment shall be made in accordance with the terms of the Plan. Upon such exercise, delivery of a certificate for paid-up, non- assessable Shares shall be made at the principal office of the Company to the person exercising the Option, not less than thirty (30) and not more than ninety (90) days from the date of receipt of the notice by the Company.

  • Certificate of Adjusted Exercise Price or Number of Shares Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Time is Money Join Law Insider Premium to draft better contracts faster.