The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] Option Shares at a price per Option Share of $[●], and/or up to [●] Option Warrants at a price per Option Warrant of $[●]. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of the Firm Securities and such Option Securities). Any such time and date of delivery, if subsequent to the Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (b) the Company agrees to sell up to the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (InspireMD, Inc.), Underwriting Agreement (InspireMD, Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 1,467,391 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (PAVmed Inc.)
The Option Shares; Option Closing Date. 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 Issuer hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 18,000,000 Option Shares from the Issuer at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the CompanyIssuer, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option option, (ii) the names and denominations in which the Option Shares are to be registered and (iiiii) the time, date and place at which book-entry entitlements for the such purchase of Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). 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 Representative Representatives and shall not be earlier than three or nor later than five full business days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A I opposite the name of such Underwriter bears to the total number of Firm Securities and (b) the Company agrees to sell up to the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine)Shares. The Representative Representatives may cancel the option granted hereunder at any time prior to its expiration or prior to an Option Closing Date by giving written notice of such cancellation to the CompanyIssuer.
Appears in 1 contract
Samples: Underwriting Agreement (American Realty Capital Properties, Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 545,454 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (Novan, Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 600,000 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days (as defined below) after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the first paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (Strongbridge Biopharma PLC)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 632,250 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Representatives and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter Underwriters bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine). The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 720,000 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the introductory paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (Fennec Pharmaceuticals Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [●] Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Representatives, and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (aA) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (bB) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine). The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●________] Option Shares at a price per Option Share of $[●________], and/or up to [●________] Option Warrants at a price per Option Warrant of $[●____]. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of the Firm Securities and such Option Securities). Any such time and date of delivery, if subsequent to the Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (b) the Company agrees to sell up to the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (Phio Pharmaceuticals Corp.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 892,857 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Representatives and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the first paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine). The Representative Representatives may cancel the 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 (Celldex Therapeutics, Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 447,894 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 750,000 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days (as defined below) after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the first paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (Strongbridge Biopharma PLC)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 2,571,428 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements positions for the Option Shares and/or the Option Warrants will be delivered (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 book-entry positions for the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Representatives and shall not be earlier than three (3) or later than five (5) full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (ai) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares, as applicable, set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (bii) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine). The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 165,000 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Representative, and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (aA) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (bB) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 1,695,000 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 947,368 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 1,071,428 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three two or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (aA) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) Shares that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) and (bB) the Company agrees to sell up the Option Shares to the number of Option Securities set forth in the paragraph “Introductory” of this Agreement Underwriters (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (Veru Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 794,117 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 150,000 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 book-entry entitlements for the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 1,406,250 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 105,882 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the first paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (Opiant Pharmaceuticals, Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 1,950,000 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, time and date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters Underwriter to purchase, severally and not jointly, purchase up to [●] an aggregate of 4,200,000 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriter for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are Underwriter is exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Underwriter and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each the Underwriter agrees, severally and not jointly, agrees to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Underwriter may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such the Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative Underwriter may determine). The Representative Underwriter may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [●] Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Representative, and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (aA) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (bB) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 1,500,000 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Representatives and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine). The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 4,275,000 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements positions for the Option Shares and/or the Option Warrants will be delivered (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 book-entry positions for the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Representatives and shall not be earlier than three (3) or later than five (5) full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (ai) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares, as applicable, set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (bii) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine). The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date (provided that if simultaneous with the First Closing Date, notice shall have been duly given in accordance with this section at least once business day prior to 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 the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Representative, and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (aA) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (bB) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [●·] Option Shares from the Company at a the purchase price per Option Share share to be paid by the Underwriters for the Firm Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of $[●], and/or up to [●] Option Warrants at a price per Option Warrant of $[●]the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option option, (ii) the names and denominations in which the Option Shares are to be registered and (iiiii) the time, date and place at which book-entry entitlements for the such purchase of Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). 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 Representative and shall not be earlier than three or nor later than five full business days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (b) the Company agrees to sell up to the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine)Shares. The Representative may cancel the 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 (American Realty Capital Properties, Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 337,500 Option Shares from the Company at a the purchase price per Option Share share to be paid by the Underwriter for the Firm Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of $[●], and/or up to [●] Option Warrants at a price per Option Warrant of $[●]the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Fxxxxx to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option option, (ii) the names and denominations in which the certificates for the Option Shares are to be registered and (iiiii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants such certificates will be delivered (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 Closing Date, case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Securities Shares and such Option SecuritiesShares). Any such 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 Representative Fxxxxx and shall not be earlier than three or (3) nor later than five (5) full business days after delivery of such notice of exercise. Together with the First Closing Date, each Option Closing Date may each be referred to herein as a “Closing Date.” If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Fxxxxx may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (b) the Company agrees to sell up to the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine)Shares. The Representative Fxxxxx may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein containedcontained herein, and upon the terms but subject to the conditions herein set forthforth herein, the Company hereby grants an option the Option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [●] Option Shares from the Company at a the purchase price per Option Share share to be paid by the Underwriters for the Firm Shares, for the purpose of $[●], and/or up to [●] Option Warrants at a price per Option Warrant of $[●]covering over-allotments made in connection with the Offering. The option Option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option Option, and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, delivery of Option Shares (if subsequent to the First Closing Date, is called an “Option Closing Date,” ”) shall be determined by the Representative Representatives, and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (aA) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Securities Shares, and (bB) the Company agrees to sell up to the such number of Option Securities set forth in the paragraph “Introductory” of this Agreement Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine). The Representative Representatives may cancel the option Option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 150,000 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “"Option Closing Date,” " shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “"Introductory” " of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 3,999,999 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Representatives and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine). The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 1,278,000 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Representatives and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the first paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine). The Representative Representatives may cancel the 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 (Celldex Therapeutics, Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] 2,400,000 Option Shares at a price per Option the Per Share of $[●], and/or up to [●] Option Warrants at a price per Option Warrant of $[●]Purchase Price. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “"Closing Date” " shall refer to the time and date of delivery of book-entry entitlements for the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the Closing Date, is called an “"Option Closing Date,” " shall be determined by the Representative and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants Share are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “"Introductory” " of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] 300,000 Option Shares at a price per Option Share of $[●], 3.699075 and/or up to [●] 300,000 Option Warrants at a price per Option Warrant of $[●]0.000925. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of the Firm Securities and such Option Securities). Any such time and date of delivery, if subsequent to the Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (b) the Company agrees to sell up to the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (Phio Pharmaceuticals Corp.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 154,411 Option Shares from the Company at a price per Option the Firm Share of $[●], and/or up to [●] Option Warrants at a price per Option Warrant of $[●]Purchase Price. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Representatives and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine). The Representative Representatives may cancel the 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 (Cellular Biomedicine Group, Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 2,656,249 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, time and date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three two or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (Durect Corp)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 450,000 Option Shares from the Company at a the purchase price per Option Share share to be paid by the Underwriters for the Firm Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of $[●], and/or up to [●] Option Warrants at a price per Option Warrant of $[●]the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option option, (ii) the names and denominations in which the Option Shares are to be registered and (iiiii) the time, date and place at which book-entry entitlements for the such purchase of Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). 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 Representative Representatives and shall not be earlier than three or nor later than five full business days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (b) the Company agrees to sell up to the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine)Shares. The Representative Representatives may cancel the 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 (American Realty Capital Properties, Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 225,000 Option Shares from the Company at a the purchase price per Option Share share to be paid by the Underwriters for the Firm Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of $[●], and/or up to [●] Option Warrants at a price per Option Warrant of $[●]the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option option, (ii) the names and denominations in which the Option Shares are to be registered and (iiiii) the time, date and place at which book-entry entitlements for the such purchase of Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). 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 Representative Representatives and shall not be earlier than three or nor later than five full business days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (b) the Company agrees to sell up to the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine)Shares. The Representative Representatives may cancel the 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 (American Realty Capital Properties, Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 967,741 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three two or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (aA) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) Shares that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) and (bB) the Company agrees to sell up the Option Shares to the number of Option Securities set forth in the paragraph “Introductory” of this Agreement Underwriters (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (Veru Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 3,847,826 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (Curis Inc)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 1,875,000 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 750,000 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-book entry entitlements or certificates for the Option Shares and/or the Option Warrants will be delivered (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 book entry entitlements or certificates for the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [●___] Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (Cognition Therapeutics Inc)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 4,449,152 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (iBio, Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 978,261 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement Representative’s exercise notice (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (Zomedica Pharmaceuticals Corp.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 6,874,999 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Representatives and shall not be earlier than three two or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (aA) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) Shares that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (b) the Company agrees to sell up to the number of Option Securities set forth in the paragraph “Introductory” of this Agreement Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) and (B) the Company agrees to sell the Option Shares to the Underwriters (subject to such adjustments to eliminate fractional shares as the Representatives may determine). The Representative Representatives may cancel the 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 (Veru Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [●·] Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up ADS to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Representative, and shall not be earlier than three two or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (aA) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (bB) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●an aggregate of [ • ] Option Shares from the Company at a the purchase price per Option Share share to be paid by the Underwriters for the Firm Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of $[●], and/or up to [●] Option Warrants at a price per Option Warrant of $[●]the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 45 days from the date of this Agreementthe Prospectus. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option option, (ii) the names and denominations in which the Option Shares are to be registered and (iiiii) the time, date and place at which book-entry entitlements for the such purchase of Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). 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 Representative Representatives and shall not be earlier than three or nor later than five full business days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (b) the Company agrees to sell up to the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine)Shares. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 487,500 Option Shares from the Company at a the purchase price per Option Share share to be paid by the Underwriters for the Firm Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of $[●], and/or up to [●] Option Warrants at a price per Option Warrant of $[●]the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option option, (ii) the names and denominations in which the Option Shares are to be registered and (iiiii) the time, date and place at which book-entry entitlements for the such purchase of Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). 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 Representative Representatives and shall not be earlier than three or nor later than five full business days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (b) the Company agrees to sell up to the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine)Shares. The Representative Representatives may cancel the 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 (American Realty Capital Properties, Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 900,000 Option Shares from the Company at a the purchase price per share to be paid by the Underwriters for the Firm Shares, less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on Option Share of $[●], and/or up to [●] Option Warrants at a price per Option Warrant of $[●]Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are Underwriter is exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities set forth in the paragraph “Introductory” of this Agreement Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine)) as set forth in the paragraph “Introductory” of this Agreement. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 4,500,000 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three two or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 1,113,750 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Representatives and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the first paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine). The Representative Representatives may cancel the 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 (Celldex Therapeutics, Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 693,300 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up ADS to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Representative, and shall not be earlier than three two or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (aA) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (bB) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 2,006,688 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
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Samples: Underwriting Agreement (Celldex Therapeutics, Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 73,043 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 book-entry entitlements for the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
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The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three two or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the introductory paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (HTG Molecular Diagnostics, Inc)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 1,200,000 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up to [●] Option Warrants at a price 0.69375 per Option Warrant of $[●]share. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 book-entry entitlements for the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the 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 (Navidea Biopharmaceuticals, Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 270,000 Option Shares from the Company at a the purchase price per Option Share share to be paid by the Underwriters for the Firm Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of $[●], and/or up to [●] Option Warrants at a price per Option Warrant of $[●]the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option option, (ii) the names and denominations in which the Option Shares are to be registered and (iiiii) the time, date and place at which book-entry entitlements for the such purchase of Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). 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 Representative Representatives and shall not be earlier than three or nor later than five full business days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (b) the Company agrees to sell up to the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine)Shares. The Representative Representatives may cancel the 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 (American Realty Capital Properties, Inc.)
The Option Shares; Option Closing Date. 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 an option to the several Underwriters Underwriter to purchase, severally and not jointly, purchase up to [●] an aggregate of 615,000 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriter for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are Underwriter is exercising the option and (ii) the time, date and place at which book-entry entitlements certificates for the Option Shares and/or the Option Warrants will be delivered (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 Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Underwriter and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each the Underwriter agrees, severally and not jointly, agrees to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Underwriter may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative Underwriter may determine). The Representative Underwriter may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●] an aggregate of 1,384,615 Option Shares from the Company at a the purchase price per Option Share of $[●], and/or up share to [●] Option Warrants at a price per Option Warrant of $[●]be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option and (ii) the time, date and place at which book-entry entitlements for the Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representative Representatives and shall not be earlier than three or later than five full business days Business Days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities Shares and (b) the Company agrees to sell up to the number of Option Securities Shares set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine). The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Option Shares; Option Closing Date. 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 an option to the several Underwriters to purchase, severally and not jointly, up to [●an aggregate of [ • ] Option Shares from the Company at a the purchase price per share to be paid by the Underwriters for the Firm Shares; provided, that the purchase price per Option Share shall be reduced by 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 is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of $[●], and/or up to [●] Option Warrants at a price per Option Warrant of $[●]the Firm Shares. The option granted hereunder may be exercised at any time and from time to time (but not more than two times) in whole or in part upon notice by the Representative Representatives to the Company, which notice may be given at any time within 30 45 days from the date of this Agreementthe Prospectus. Such notice shall set forth (i) the aggregate number of Option Shares and/or Option Warrants as to which the Underwriters are exercising the option option, (ii) the names and denominations in which the Option Shares are to be registered and (iiiii) the time, date and place at which book-entry entitlements for the such purchase of Option Shares and/or the Option Warrants will be delivered (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 the Firm Securities Shares and such Option SecuritiesShares). 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 Representative Representatives and shall not be earlier than three or nor later than five full business days after delivery of such notice of exercise. If any Option Shares and/or Option Warrants are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Option Securities Shares to be purchased as the number of Firm Securities Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (b) the Company agrees to sell up to the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine)Shares. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
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