Securities Over Allotment Option
Securities Over Allotment Option Sample Clauses
Related to Securities Over Allotment Option
Over Allotment Option (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase up to [______] shares of Class A Common Stock, representing fifteen percent (15%) of the Firm Shares sold in the Offering (the “Option Shares” and together with the Firm Shares, the “Shares”), at the Purchase Price; provided that to the extent the underwriters exercise the Over-Allotment Option, all of the Option Shares purchased upon the exercise of the Over-Allotment Option will be purchased from the Selling Stockholders, 50% of the number of shares exercised, from each of them. In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any Option Shares is equal to the product of the Closing Purchase Price multiplied by the number of Option Shares to be purchased. The Company will not receive any proceeds from the sale of the Option Shares by the Selling Stockholders to the Underwriters pursuant to the Over-Allotment Option. (b) The Over-Allotment Option granted pursuant to this Section 2.02 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Effective Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company and the Selling Stockholders, as the case may be, from the Representative, which must be promptly confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) forty-five (45) days after the Effective Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Selling Stockholders, as the case may be, and the Representative, at the offices of the Underwriter’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 Selling Stockholders, as the case may be, and the Representative. 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 the notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company and the Selling Stockholders, as the case may be. (c) Upon exercise of the Over-Allotment Option with respect to all or any portion of the Option Shares subject to the terms and conditions set forth herein, (i) each Selling Stockholder agrees, severally and not jointly, to sell up to the number of Selling Stockholder Option Shares set forth opposite such Selling Stockholder’s name on Schedule II attached hereto to the several Underwriters; and (ii) each of the Underwriters, acting severally and not jointly, shall purchase up to that portion of the total number of the Option Shares then being purchased as set forth in Schedule I opposite their respective names. (d) Payment for the Option Shares shall be made on the applicable Option Closing Date, if any, by wire transfer in U.S. dollars in immediately available funds, to the accounts specified by the Selling Stockholders (as applicable) at the offices of the Underwriters’ Counsel and the upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or through the facilities of DTC or via DWAC transfer) 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 prior to the applicable Option Closing Date, if any. Neither of the Selling Stockholders shall be obligated to sell or deliver the Option Shares except upon tender of payment by the Representative for applicable Option Shares.
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.
