The Option Shares. In addition, on the basis of the representations, warranties and agreements herein contained and upon the terms and conditions set forth herein, the Company hereby grants an option to the Underwriters to purchase, severally and not jointly, all or any portion of the Option Shares, as set forth on Schedule B-1, at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares. The option granted hereunder will expire thirty (30) days after the date of this Agreement and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (each, a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven (7) full business days after the exercise of said option, nor, in any event, prior to the Closing Date (as defined in Section 3(c) below). If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase from the Company that proportion of the total number of Option Shares then being purchased, which number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject to such adjustments as the Representatives in their discretion make to eliminate any sales or purchases of fractional shares.
The Option Shares. Common stock of the Company, par value $0.01 per share.
The Option Shares. Payment of the Purchase Price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares.
The Option Shares. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants to the several Underwriters the right to purchase, severally and not jointly, up to an aggregate of ___________ Optional Shares, at the purchase price per share set forth in Section 3(a). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. Any such election to purchase Optional Shares may be exercised only by written notice from the Representative to the Company, given within a period not later than _______ ( ) days after the date of this Agreement, which notice shall specify the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Representative but in no event earlier than the First Time of Delivery (as defined in Section 5 hereof) nor later than five (5) Business Days (as defined in Section 5) after the date of such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase, and the Company agrees to sell to such Underwriter, the number of Option Shares (subject to adjustment to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares. The Representative may cancel the option at any time prior to its exercise and expiration by giving written notice of such cancellation to the Company.
The Option Shares. 3.1 The Optionor hereby represents and warrants to the Optionee that the Optionor is the sole legal owner of the Option Shares as aforesaid with good and marketable title thereto and that all the Option Shares have been validly issued and are fully paid up, non-assessable and are free from any lien, charge or encumbrance of any kind except as provided in the Pledge of Shares, and are not subject to any option (other than under this Agreement).
The Option Shares. (a) The Seller owns all right, title and interest in and to the Option Shares, free and clear of any liens, claims, security interests or encumbrances whatsoever (including, without limitation, any voting trust or similar arrangement affecting the right to vote the Option Shares).
The Option Shares. The Company hereby grants to the Underwriter the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right to purchase all or any portion of the Option Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriter at any time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Underwriters otherwise agree. Payment of the purchase price for and delivery of the Option Shares shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (c) below, including with regard to the conditions set forth in Section 6 below. For the purpose of expediting the checking of the certificate for the Option Shares by the Underwriter, the Company agrees to make a form of such certificate available to the Underwriter for such purpose at least one full business day preceding the Option Closing Date.
The Option Shares. The Employee shall be granted, effective the date ----------------- of this Agreement, incentive and non-qualified stock options to purchase the Option Shares pursuant to stock option agreements under the Company's 1989 Stock Option Incentive Plan in the following amounts: (i) 66,664 Option Shares as incentive stock options; (ii) 833,336 Option Shares as non- qualified stock options; and (iii) an additional 100,000 Option Shares as non-qualified options subject to the additional terms set forth in clause (v) of Section 3(C) below. The exercise price for all such options shall be $6.00 per share (such exercise price constituting the reported last sale price of the Common Stock on the Nasdaq National Market on August 30, 1996).
The Option Shares together with the Initial Stock Acquisition, represents all of the issued and outstanding stock of Qualcore; there are no other equity interests which are outstanding in Qualcore; and there are no other options, warrants or rights of any kind or character to acquire any equity interest in Qualcore, VIP or Qualcore India.
The Option Shares. The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of shareholders, a sufficient number of authorized shares of Common Stock held in its treasury to satisfy the exercise of the Options.
