Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payments for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefore to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company ("DTC"), New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement (or the fourth business day following the date of this Agreement, if the Registration Statement is declared effective after 4:30 p.m.) or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, as follows: ($ ) (without giving effect to the over-allotment option) of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public securityholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement (the "Trust Agreement") and the remaining ($ ) of the proceeds shall be paid to the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all the Firm Units. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per Unit as set forth in paragraph (a) of this
Appears in 1 contract
Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ $6.00 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof.
(b) Payments Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefore therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company ("“DTC"”), New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement (or the fourth business day following the date of this Agreement, if the Registration Statement is declared effective after 4:30 p.m., New York time) or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, as follows: eighty-three million seven hundred fifty thousand dollars ($ $83,750,000) (without giving effect to the over-allotment option) of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public securityholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement (the "“Trust Agreement"”) (including one million eight hundred thousand dollars ($1,800,000) of which to be held in the Trust Fund as deferred discount to be paid to the Underwriters upon consummation of the initial Business Combination) and the remaining one million seven hundred fifty thousand dollars ($ $1,750,000) of the proceeds shall be paid to the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all the Firm Units.
(c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per Unit as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (ai) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of DTC in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, as follows: $5.70 per Option Unit sold shall be deposited in the Trust Fund pursuant to the Trust Agreement (including $0.12 per Option Unit to be held in the Trust Fund as deferred discount to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of seven hundred fifty thousand (750,000) units (the “Representative’s Units”) for an aggregate purchase price of $100.00. Each of the Representative’s Units is identical to the Firm Units, except that the Warrants included in the Representative’s Units (“Representative’s Warrants”) have an exercise price of six dollars and twenty-five cents ($6.25), which is equal to one hundred and twenty-five percent (125%) of thisthe exercise price of warrants sold to the public. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an acquisition by the Company, through a purchase, asset acquisition or other business combination, of one or more commercial real estate properties and/or assets, including by acquisition of an operating company (“Business Combination”), or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed) at an initial exercise price per Representative’s Unit of six dollars and sixty cents ($6.60), which is equal to one hundred and twenty five percent (125%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Representative understands and agrees that there are restrictions against transferring the Representative’s Purchase Option. Delivery and payment for the Representative’s Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such authorized denominations as the Representative’s may request.
Appears in 1 contract
Samples: Underwriting Agreement (Grubb & Ellis Realty Advisors, Inc.)
Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ $6.00 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof.
(b) Payments Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefore therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company ("“DTC"”), New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement (or the fourth business day following the date of this Agreement, if the Registration Statement is declared effective after 4:30 p.m., New York time) or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, as follows: one hundred thirty seven million seven hundred fifty thousand dollars ($ $137,750,000) (without giving effect to the over-allotment option) of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public securityholders as described in the Registration Statement and one million two hundred fifty thousand dollars ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement (the "Trust Agreement") and the remaining ($ $1,250,000) of the proceeds shall be paid to the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all the Firm Units.
(c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per Unit as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (ai) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of DTC in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, as follows: $5.58 of the proceeds received by the Company per Option Unit sold shall be deposited in the Trust Fund (as defined herein) pursuant to the Trust Agreement (as defined herein) and the remaining $0.34 of the proceeds received by the Company per Option Unit sold shall be paid to the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of one million two hundred fifty thousand (1,250,000) units (the “Representative’s Units”) for an aggregate purchase price of $100.00. Each of the Representative’s Units is identical to the Firm Units, except that the Warrants included in the Representative’s Units (“Representative’s Warrants”) have an exercise price of six dollars and twenty-five cents ($6.25), which is equal to one hundred and twenty-five percent (125%) of thisthe exercise price of warrants sold to the public. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an acquisition by the Company, through a purchase, asset acquisition or other business combination, of one or more commercial real estate properties and/or assets (“Business Combination”), or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed) at an initial exercise price per Representative’s Unit of six dollars and sixty cents ($6.60), which is equal to one hundred and twenty five percent (125%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Representative understands and agrees that there are restrictions against transferring the Representative’s Purchase Option. Delivery and payment for the Representative’s Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such authorized denominations as the Representative’s may request.
Appears in 1 contract
Samples: Underwriting Agreement (Grubb & Ellis Realty Advisors, Inc.)
Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ $6.00 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof.
(b) Payments Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefore therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company ("“DTC"”), New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement (or the fourth business day following the date of this Agreement, if the Registration Statement is declared effective after 4:30 p.m., New York time) or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, as follows: one hundred seven million one hundred eighty-seven thousand five hundred and two dollars ($ $107,187,502) (without giving effect to the over-allotment option) of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public securityholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement (the "“Trust Agreement"”) (including two million three hundred thousand dollars ($2,300,000) of which to be held in the Trust Fund as deferred discount to be paid to the Underwriters upon consummation of the initial Business Combination) and the remaining two million sixty-two thousand five hundred dollars ($ $2,062,500) of the proceeds shall be paid to the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all the Firm Units.
(c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per Unit as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (ai) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of DTC in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, as follows: $5.70 per Option Unit sold shall be deposited in the Trust Fund pursuant to the Trust Agreement (including $0.12 per Option Unit to be held in the Trust Fund as deferred discount to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of nine hundred fifty-eight thousand three hundred thirty-three (958,333) units (the “Representative’s Units”) for an aggregate purchase price of $100.00. Each of the Representative’s Units is identical to the Firm Units, except that the Warrants included in the Representative’s Units (“Representative’s Warrants”) have an exercise price of six dollars and twenty-five cents ($6.25), which is equal to one hundred and twenty-five percent (125%) of thisthe exercise price of warrants sold to the public. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an acquisition by the Company, through a purchase, asset acquisition or other business combination, of one or more commercial real estate properties and/or assets, including by acquisition of an operating company (“Business Combination”), or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed) at an initial exercise price per Representative’s Unit of six dollars and sixty cents ($6.60), which is equal to one hundred and twenty five percent (125%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Representative understands and agrees that there are restrictions against transferring the Representative’s Purchase Option. Delivery and payment for the Representative’s Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such authorized denominations as the Representative’s may request.
Appears in 1 contract
Samples: Underwriting Agreement (Grubb & Ellis Realty Advisors, Inc.)
Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ $6.00 per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof.
(b) Payments Payment for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefore therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company ("“DTC"”), New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement (or the fourth business day following the date of this Agreement, if the Registration Statement is declared effective after 4:30 p.m., New York time) or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, as follows: one hundred forty million seven hundred fifty thousand dollars ($ $140,750,000) (without giving effect to the over-allotment option) of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public securityholders as described in the Registration Statement ("“Trust Fund"”) pursuant to the terms of an Investment Management Trust Agreement (the "“Trust Agreement"”) (including three million dollars ($3,000,000) of which to be held in the Trust Fund as deferred discount to be paid to the Underwriters upon consummation of the initial Business Combination) and the remaining one million two hundred fifty thousand dollars ($ $1,250,000) of the proceeds shall be paid to the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representatives Representative to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives Representative for all the Firm Units.
(c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per Unit as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (ai) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Units shall be made on the Option Closing Date in Federal (same day funds) through the facilities of DTC in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, as follows: $5.71 Option Unit sold shall be deposited in the Trust Fund pursuant to the Trust Agreement (including $0.12 per Option Unit to be held in the Trust Fund as deferred discount to be paid to the Underwriters upon consummation of the initial Business Combination) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option (“Representative’s Purchase Option”) for the purchase of an aggregate of one million two hundred fifty thousand (1,250,000) units (the “Representative’s Units”) for an aggregate purchase price of $100.00. Each of the Representative’s Units is identical to the Firm Units, except that the Warrants included in the Representative’s Units (“Representative’s Warrants”) have an exercise price of six dollars and twenty-five cents ($6.25), which is equal to one hundred and twenty-five percent (125%) of thisthe exercise price of warrants sold to the public. The Representative’s Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an acquisition by the Company, through a purchase, asset acquisition or other business combination, of one or more commercial real estate properties and/or assets, including by acquisition of an operating company (“Business Combination”), or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed) at an initial exercise price per Representative’s Unit of six dollars and sixty cents ($6.60), which is equal to one hundred and twenty five percent (125%) of the initial public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Securities.” The Representative understands and agrees that there are restrictions against transferring the Representative’s Purchase Option. Delivery and payment for the Representative’s Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative’s Purchase Option in the name or names and in such authorized denominations as the Representative’s may request.
Appears in 1 contract
Samples: Underwriting Agreement (Grubb & Ellis Realty Advisors, Inc.)
Purchase, Sale and Delivery of the Units. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ per Unit, the number of Firm Units set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof.
(b) Payments for the Firm Units to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefore to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company ("DTC"), New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement (or the fourth business day following the date of this Agreement, if the Registration Statement is declared effective after 4:30 p.m.) or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, as follows: ($ ) (without giving effect to the over-allotment option) of the proceeds received by the Company for the Firm Units shall be deposited in the trust fund established by the Company for the benefit of the public securityholders as described in the Registration Statement ("Trust Fund") pursuant to the terms of an Investment Management Trust Agreement (the "Trust Agreement") (including $ of which to be held in the Trust Fund as deferred discount to be paid to the Underwriters upon consummation of the Initial Transaction) and the remaining ($ ) of the proceeds shall be paid to the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Firm Units (or through the facilities of DTC) for the account of the Underwriters. The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representatives to examine and package the Firm Units for delivery, at least one full business day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Units except upon tender of payment by the Representatives for all the Firm Units.
(c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Units at the price per Unit as set forth in paragraph (a) of thisthis Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Units as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Units are to be delivered shall be determined by the Representative but shall not be earlier than two nor later than five full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is two or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be in the same proportion to the total number of Option Units being purchased as the number of Firm Units being purchased by such Underwriter bears to the total number of Firm Units, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Units granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment and delivery shall be made on the Option Closing Date through the facilities of DTC in New York, New York drawn to the order of the Company. Payment for the Option Units shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, as follows: $5.67 per Option Unit sold shall be deposited in the Trust Fund pursuant to the Trust Agreement (including $0.12 per Option Unit to be held in the Trust Fund as deferred discount to be paid to the Underwriters upon consummation of the Initial Transaction) upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Units sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Units except upon tender of payment by the Representative for all such Option Units. The Company hereby agrees to issue and sell to the Representative on the Effective Date an option ("Representative's Purchase Option") for the purchase of an aggregate of one million (1,000,000) units (the "Representative's Units") for an aggregate purchase price of $100.00. Each of the Representative's Units is identical to the Firm Units, except that the Warrants included in the Representatives' Units ("Representative's Warrants") have an exercise price of Six dollars and twenty-five cents ($6.25), which is equal to one hundred and twenty-five percent (125%) of the exercise price of warrants sold to the public. The Representative's Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of an Initial Transaction or one year from the Effective Date and expiring on the five-year anniversary of the Effective Date (or, if earlier, the date on which the Warrants shall have been redeemed) at an initial exercise price per Representative's Unit of Seven dollars and fifty cents ($7.50), which is equal to one hundred and twenty five percent (125%) of the initial public offering price of a Unit. The Representative's Purchase Option, the Representatives' Units, the Representative's Warrants and the shares of Common Stock issuable upon exercise of the Representatives' Warrants are hereinafter referred to collectively as the "Representative's Securities." The Representative understands and agrees that there are restrictions against transferring the Representative's Purchase Option. Delivery and payment for the Representative's Purchase Option shall be made on the Closing Date. The Company shall deliver to the Underwriter, upon payment therefor, certificates for the Representative's Purchase Option in the name or names and in such authorized denominations as the Representative may request.
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