Common use of Shares Subject to Sale Clause in Contracts

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein, and subject to the terms and conditions of this Agreement, (i) the Company agrees to issue and sell the Company Firm Shares to the several Underwriters, (ii) the Selling Stockholders agree to sell the Selling Stockholder Firm Shares in the respective amounts shown on Schedule II to the several Underwriters, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders, at a purchase price per share of $ , the respective number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company agrees to issue and sell the Optional Shares to the several Underwriters, and (ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 3, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares which all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 412,500 Optional Shares at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from you to the Company, given at any time (but not more than once) within a period of 30 calendar days after the date of this Agreement and 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 5 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than three business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein, and subject to the terms and conditions of this Agreement, (i) the Company agrees to issue and sell the Company Firm Shares to the several Underwriters, (ii) each of the Selling Stockholders agree Stockholder agrees to sell the its, his or her, Selling Stockholder Firm Shares in the respective amounts shown on Schedule II to the several Underwriters, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders, at a purchase price per share of $ $____, the respective number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company agrees to issue and sell the Company Optional Shares to the several Underwriters, (ii) each Selling Stockholder agrees to sell the Selling Stockholder Optional Shares to the several Underwriters, and (iiiii) each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, at the purchase price per share set forth in clause (a) of this Section 3, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares which all of the Underwriters are entitled to purchase hereunder. The Company and the Selling Stockholders each hereby grants grant to the Underwriters the right to purchase at their election up to 412,500 ______ Company Optional Shares and _______ Selling Stockholder Optional Shares, respectively, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company and the Selling Stockholders. Any such election to purchase Optional Shares may be exercised by written notice from you to the Company, given at any time (but not more than once) within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased Company 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 Attorneys-in-Fact of Delivery (as defined in Section 5 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than three business days after the date of such notice.the

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Shareholders contained herein, and subject to the terms and conditions of this Agreement, (i) the Company agrees to issue and sell the Company Firm Shares to the several Underwriters, (ii) each of the Selling Stockholders agree Shareholders agrees to sell the its Selling Stockholder Shareholder Firm Shares in the respective amounts shown on Schedule II to the several Underwriters, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling StockholdersShareholders, at a purchase price per share of $ $____, the respective number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company agrees to issue and sell the Company Optional Shares to the several Underwriters, (ii) each of the Selling Shareholders agree to sell its Selling Shareholder Optional Shares to the several Underwriters, and (iiiii) each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Shareholders, at the purchase price per share set forth in clause (a) of this Section 3, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares which all of the Underwriters are entitled to purchase hereunder. The Company and the Selling Shareholders, as and to the extent indicated in Schedule II hereto, each hereby grants grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 412,500 900,000 Company Optional Shares and 300,000 Selling Shareholder Optional Shares, respectively, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments over-allotments in the sale of the Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company and each of the Selling Shareholders. Any such election to purchase Optional Shares may be exercised by written notice from you to the CompanyCompany and the Selling Shareholders, given at any time (but not more than once) within a period of 30 calendar days after the date of this Agreement and 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 5 hereof) or, unless you you, the Company and the Company Selling Shareholders otherwise agree in writing, earlier than two or later than three business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, ---------------------- warranties and agreements of the Company and the Selling Stockholders contained herein, and subject to the terms and conditions of this Agreement, (i) the Company agrees to issue and sell the Company Firm Shares to the several Underwriters, (ii) each of the Selling Stockholders agree agrees to sell the its Selling Stockholder Firm Shares in the respective amounts shown on Schedule II to the several Underwriters, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders, at a purchase price per share of $ $______, the respective number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company agrees to issue and sell the Company Optional Shares to the several Underwriters, and (ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 3, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares which all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 412,500 450,000 Optional Shares at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be exercised on one occasion by written notice from you to the Company, given at any time (but not more than once) within a period of 30 calendar days after the date of this Agreement and 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 5 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than three business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein, and subject to the terms and conditions of this Agreement, (i) the Company agrees to issue and sell the Company Firm Shares to the several Underwriters, (ii) each of the Selling Stockholders agree agrees, severally and not jointly, to sell the his, her or its respective Selling Stockholder Firm Shares in the respective amounts shown on Schedule II to the several Underwriters, Underwriters and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders, at a purchase price per share of $ [94.25% of the public offering price], the respective number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company agrees to issue and sell the Company Optional Shares to the several Underwriters, (ii) each of the Selling Stockholders agrees, severally and not jointly, to sell his, her or its respective Selling Stockholder Optional Shares to the several Underwriters and (iiiii) each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, at the purchase price per share set forth in clause (a) of this Section 3, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares which all of the Underwriters are entitled to purchase hereunder. The Company and the Selling Stockholders, as and to the extent indicated in Schedule II hereto, each hereby grants grants, severally and not jointly, to the Underwriters the right to purchase at their election up to 412,500 170,000 Company Optional Shares and 180,000 Selling Stockholder Optional Shares, respectively, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company and each of the Selling Stockholders. Any such election to purchase Optional Shares may be exercised by written notice from you to the Company, given at any time (but not more than once) within a period of 30 calendar days after the date of this Agreement and 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 5 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than three business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein, and subject to the terms and conditions of this Agreement, (i) the Company agrees to issue and sell the Company Firm Shares to the several Underwriters, (ii) each of the Selling Stockholders agree agrees to sell the its Selling Stockholder Firm Shares in the respective amounts shown on Schedule II to the several Underwriters, Underwriters and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders, at a purchase price per share of $ $_____, the respective number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company agrees to issue and sell the Optional Shares to the several Underwriters, Underwriters and (ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 3, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares which all of the Underwriters are entitled to purchase hereunder. The Company and the Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grants grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 412,500 172,500 Optional Shares at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company and each of the Selling Stockholders. Any such election to purchase Optional Shares may be exercised on one occasion by written notice from you to the Company, given at any time (but not more than once) within a period of 30 calendar days after the date of this Agreement and 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 5 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than three business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein, and subject to the terms and conditions of this Agreement, (i) the Company agrees to issue and sell the Company Firm Shares to the several Underwriters, (ii) each of the Selling Stockholders agree agrees, severally and not jointly, to sell the its respective Selling Stockholder Firm Shares in the respective amounts shown on Schedule II to the several Underwriters, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders, at a purchase price per share of $ $___, the respective number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company agrees to issue and sell the Company Optional Shares to the several Underwriters, (ii) each of the Selling Stockholders agree to sell its respective Selling Stockholder Optional Shares to the several Underwriters, and (iiiii) each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, at the purchase price per share set forth in clause (a) of this Section 3, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares which all of the Underwriters are entitled to purchase hereunder. The In addition, subject to the terms and conditions of this Agreement, the Company and the Selling Stockholders, as and to the extent indicated in Schedule II hereto, each hereby grants grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 412,500 295,500 Company Optional Shares and 295,500 Selling Stockholder Optional Shares, respectively, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments over-allotments in the sale of the Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company and each of the Selling Stockholders. Any such election to purchase Optional Shares may be exercised by written notice from you to the CompanyCompany and the Selling Stockholders, given at any time (but not more than once) within a period of 30 calendar days after the date of this Agreement and 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 5 hereof) or, unless you you, the Company and the Company Selling Stockholders otherwise agree in writing, earlier than two or later than three business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Shareholders contained herein, and subject to the terms and conditions of this Agreement, (i) the Company agrees and the Selling Shareholders agree to issue and sell the Company their respective Firm Shares to the several Underwriters, Underwriters and (ii) the Selling Stockholders agree to sell the Selling Stockholder Firm Shares in the respective amounts shown on Schedule II to the several Underwriters, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling StockholdersShareholders, at a purchase price per share of $ $_______, the respective number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters Underwriters; and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase the Optional Shares as provided below, below (i) the Company agrees to issue and sell the Optional Shares to the several Underwriters, and (ii) each of the Underwriters Selling Shareholders agrees, severally and not jointly, to purchase from sell his, her or its respective Optional Shares to the Companyseveral Underwriters and (ii) each of the Underwriter agrees, severally and not jointly, to purchase, at the purchase price per share set forth in clause (a) of this Section 3, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in on Schedule I hereto and the denominator of which is the maximum number of the Optional Shares which all of the Underwriters are entitled to purchase hereunder. The Company Selling Shareholders, as and to the extent indicated in Schedule II hereto, each hereby grants grants, severally and not jointly, to the Underwriters the right to purchase at their election up to 412,500 382,500 Optional Shares Shares, respectively, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Selling Shareholders. Any such election to purchase Optional Shares may be exercised by written notice from you to the Company, given at any time (but not more than once) within a period of 30 calendar days after the date of this Agreement and 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 5 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than three business days after the date of such notice.

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders Shareholders contained herein, and subject to the terms and conditions of this Agreement, (i) the Company agrees to issue and sell the Company Firm Shares to the several Underwriters, (ii) each of the Selling Stockholders agree Shareholders agree, severally and not jointly, to sell the Selling Stockholder Shareholders Firm Shares in the respective amounts shown on Schedule II to the several Underwriters, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling StockholdersShareholders, at a purchase price per share of $ , the respective number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company agrees to issue and sell the Company Optional Shares to the several Underwriters, and (ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 3, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares which all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 412,500 Optional Shares at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be exercised by written notice from you to the Company, given at any time (but not more than once) within a period of 30 calendar days after the date of this Agreement and 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 5 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than three business days after the date of such notice.)

Shares Subject to Sale. (a) On the basis of the representations, warranties and agreements of the Company and the Selling Stockholders contained herein, and subject to the terms and conditions of this Agreement, (i) the Company agrees to issue and sell the Company Firm Shares to the several Underwriters, Underwriters and (ii) the Selling Stockholders agree to sell the Selling Stockholder Firm Shares in the respective amounts shown on Schedule II to the several Underwriters, and (iii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling StockholdersCompany, at a purchase price per share of $ $[____], the respective number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, (i) the Company agrees to issue and sell the Company Optional Shares to the several Underwriters, (ii) each of the Selling Stockholders agrees, severally and not jointly, to sell his, her or its respective Selling Stockholder Optional Shares to the several Underwriters and (iiiii) each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, at the purchase price per share set forth in clause (a) of this Section 3, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of the Optional Shares which all of the Underwriters are entitled to purchase hereunder. The Company and the Selling Stockholders, as and to the extent indicated in Schedule II hereto, each hereby grants grants, severally and not jointly, to the Underwriters the right to purchase at their election up to 412,500 181,656 Company Optional Shares and 268,344 Selling Stockholder Optional Shares, respectively, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the maximum number of Optional Shares to be sold by the Company and each of the Selling Stockholders. Any such election to purchase Optional Shares may be exercised by written notice from you to the Company, given at any time (but not more than once) within a period of 30 calendar days after the date of this Agreement and 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 5 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than three business days after the date of such notice.