Common use of The Additional Shares and the Option Closing Date Clause in Contracts

The Additional Shares and the Option Closing Date. In addition, the Company hereby grants to the Underwriters the Over-Allotment Option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Offering Shares, at the same Offering Price per Offered Share to be paid by the Underwriters to the Company for the Offered Shares. The Over-Allotment Option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Lead Underwriters to the Company, which notice may be given at any time prior to 5:00 p.m. (Winnipeg time) on the day that is the 30th day from the First Closing Date (the “Notice of Exercise”). The Notice of Exercise shall set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Additional Shares are to be registered through the facilities of DTC, as applicable and (iii) the time, date and place at which payment and delivery are to be made in respect of the Additional Shares (which time and date may be simultaneous with, but not earlier than the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Offered Shares and such Additional Shares through the facilities of DTC). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date” and shall be determined by the Lead Underwriters and shall not be earlier than three nor later than five full business days after the date of delivery of such Notice of Exercise. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustment as the Lead Underwriters may determine to eliminate fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Offered Shares set forth opposite the name of such Underwriter in Section 10 hereof bears to the total number of Offered Shares subject to adjustment in accordance with Section 10 hereof. The Lead Underwriters may cancel the Over-Allotment Option at any time prior to its expiration by giving written notice of such cancellation to the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (IMRIS Inc.), Underwriting Agreement (IMRIS Inc.)

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The Additional Shares and the Option Closing Date. In addition, the Company hereby grants to the Underwriters the Over-Allotment Option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Offering Shares, at the same Offering Price per Offered Firm Share to be paid by the Underwriters to the Company for the Offered Firm Shares. The Over-Allotment Option granted hereunder may be exercised at any time and from time to time in whole or in part until the day that is the 30th day following the First Closing Date upon notice by the Lead Underwriters Joint Book-Running Managers to the Company, which notice may be given at any time prior to 5:00 p.m. (Winnipeg Montréal time) on the day that is the 30th 28th day from the First Closing Date (the “Notice of Exercise”). The Notice of Exercise shall set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Additional Shares are to be registered through the facilities of DTCDTC and CDS, as applicable applicable, and (iii) the time, date and place at which payment and delivery are to be made in respect of the Additional Shares (which time and date may be simultaneous with, but not earlier than the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Offered Firm Shares and such Additional Shares through the facilities of DTCDTC or CDS). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date” and shall be determined by the Lead Underwriters Joint Book-Running Managers and shall not be earlier than three two nor later than five full business days after the date of delivery of such Notice of Exercise. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustment as the Lead Underwriters Joint Book-Running Managers may determine to eliminate fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Offered Firm Shares set forth opposite the name of such Underwriter in Section 10 9 hereof bears to the total number of Offered Firm Shares subject to adjustment in accordance with Section 10 9 hereof. The Lead Underwriters may cancel the Over-Allotment Option at any time prior to its expiration by giving written notice of such cancellation to the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Neptune Technologies & Bioressources Inc.)

The Additional Shares and the Option Closing Date. In addition, the Company hereby grants to the Underwriters the Over-Allotment Option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Offering Shares, at the same Offering Price per Offered Share to be paid by the Underwriters to the Company for the Offered Shares. The Over-Allotment Option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Lead Underwriters to the Company, which notice may be given at any time prior to 5:00 p.m. (Winnipeg time) on the day that is the 30th day from the First Closing Date (the “Notice of Exercise”). The Notice of Exercise shall set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Additional Shares are to be registered through the facilities of CDS and/or DTC, as applicable and (iii) the time, date and place at which payment and delivery are to be made in respect of the Additional Shares (which time and date may be simultaneous with, but not earlier than the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Offered Shares and such Additional Shares through the facilities of CDS and/or DTC). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date” and shall be determined by the Lead Underwriters and shall not be earlier than three nor later than five full business days after the date of delivery of such Notice of Exercise. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustment as the Lead Underwriters may determine to eliminate fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Offered Shares set forth opposite the name of such Underwriter in Section 10 9 hereof bears to the total number of Offered Shares subject to adjustment in accordance with Section 10 9 hereof. The Lead Underwriters may cancel the Over-Allotment Option at any time prior to its expiration by giving written notice of such cancellation to the Company.

Appears in 1 contract

Samples: Underwriting Agreement (IMRIS Inc.)

The Additional Shares and the Option Closing Date. In addition, the Company hereby grants to the Underwriters the Over-Allotment Option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Offering Shares, at the same Offering Price per Offered Share to be paid by the Underwriters to the Company for the Offered Shares. The Over-Allotment Option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Lead Underwriters to the Company, which notice may be given at any time prior to 5:00 p.m. (Winnipeg Ottawa time) on the day that is the 30th day from the First Closing Date (the “Notice of Exercise”). The Notice of Exercise shall set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Additional Shares are to be registered through the facilities of DTC, as applicable and (iii) the time, date and place at which payment and delivery are to be made in respect of the Additional Shares (which time and date may be simultaneous with, but not earlier than the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Offered Shares and such Additional Shares through the facilities of DTC). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date” and shall be determined by the Lead Underwriters and shall not be earlier than three nor later than five full business days after the date of delivery of such Notice of Exercise. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustment as the Lead Underwriters may determine to eliminate fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Offered Shares set forth opposite the name of such Underwriter in Section 10 hereof bears to the total number of Offered Shares subject to adjustment in accordance with Section 10 hereof. The Lead Underwriters may cancel the Over-Allotment Option at any time prior to its expiration by giving written notice of such cancellation to the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Dragonwave Inc)

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The Additional Shares and the Option Closing Date. In addition, the Company hereby grants to the Underwriters the Over-Allotment Option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Offering Shares, at the same Offering Price per Offered Firm Share to be paid by the Underwriters to the Company for the Offered Firm Shares. The Over-Allotment Option granted hereunder may be exercised at any time and from time to time in whole or in part until the day that is the 30th day following the First Closing Date upon notice by the Lead Underwriters Xxxx to the Company, which notice may be given at any time prior to 5:00 p.m. (Winnipeg Montréal time) on the day that is the 30th 28th day from the First Closing Date (the “Notice of Exercise”). The Notice of Exercise shall set forth (i) the aggregate number of Additional Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Additional Shares are to be registered through the facilities of DTCDTC and CDS, as applicable applicable, and (iii) the time, date and place at which payment and delivery are to be made in respect of the Additional Shares (which time and date may be simultaneous with, but not earlier than the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Offered Firm Shares and such Additional Shares through the facilities of DTCDTC or CDS). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date” and shall be determined by the Lead Underwriters Xxxx and shall not be earlier than three one nor later than five full business days after the date of delivery of such Notice of Exercise. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustment as the Lead Underwriters may determine to eliminate fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Offered Shares set forth opposite the name of such Underwriter in Section 10 hereof bears to the total number of Offered Shares subject to adjustment in accordance with Section 10 hereof. The Lead Underwriters may cancel the Over-Allotment Option at any time prior to its expiration by giving written notice of such cancellation to the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Neptune Technologies & Bioressources Inc.)

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