The Optional Common Shares; the Second 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 Underwriters to purchase up to an aggregate of 600,000 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to the Company, which notice may be given at any time within 45 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree, severally but not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) set forth in the notice from the Representative to the Company referenced in this subsection (c). 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 (WPT Enterprises Inc), Underwriting Agreement (WPT Enterprises Inc)
The Optional Common Shares; the Second 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 Underwriters to purchase up to an aggregate of 600,000 825,000 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Company, which notice may be given at any time within 45 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree, severally but not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) set forth in the notice from the Representative Representatives to the Company referenced in this subsection (c). 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 2 contracts
Samples: Underwriting Agreement (Cabg Medical Inc), Underwriting Agreement (Cabg Medical Inc)
The Optional Common Shares; the Second 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 Underwriters to purchase up to an aggregate of 600,000 300,000 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to the Company, which notice may be given at any time within 45 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered registered, and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree, severally but not jointly, agree to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) set forth in the notice from the Representative to the Company referenced in this subsection (c). 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 (Pokertek Inc), Underwriting Agreement (Pokertek Inc)
The Optional Common Shares; the Second 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 Underwriters Underwriter to purchase up to an aggregate of 600,000 675,000 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters Underwriter for the Firm Common Shares. The option granted hereunder is for use by the Underwriters Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Underwriter to the Company, which notice may be given at any time within 45 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree, severally but not jointly, Underwriter agrees to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative Underwriter may determine) set forth in the notice from the Representative Underwriter to the Company referenced in this subsection (c). 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 2 contracts
Samples: Underwriting Agreement (Wireless Ronin Technologies Inc), Underwriting Agreement (Wireless Ronin Technologies Inc)
The Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 300,000 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to the Company, which notice may be given at any time within 45 days from after the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common 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 2 contracts
Samples: Underwriting Agreement (CardioVascular BioTherapeutics, Inc.), Underwriting Agreement (CardioVascular BioTherapeutics, Inc.)
The Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 [___] Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common 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 2 contracts
Samples: Underwriting Agreement (Threshold Pharmaceuticals Inc), Underwriting Agreement (Acorda Therapeutics Inc)
The Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 1,150,000 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common 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 Optional Common Shares; the Second 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 Underwriters Underwriter to purchase purchase, severally and not jointly, up to an aggregate of 600,000 240,000 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters Underwriter for the Firm Common Shares. The option granted hereunder is for use by the Underwriters Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Underwriter to the Company, Company which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree, severally but not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) set forth in the notice from the Representative to the Company referenced in this subsection (c). The Representative Underwriter may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.Company.
Appears in 1 contract
Samples: content.edgar-online.com
The Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 1,050,000 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common 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 Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 [_____] Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing ------------- Date” " shall refer to the time and date of delivery of certificates for the Firm ---- Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and ------------------- shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common Shares 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common 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 Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 [ ] Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common 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
The Optional Common Shares; the Second 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 Selling Stockholders, severally and not jointly, hereby grants grant an option to the Underwriters Underwriter to purchase up to an aggregate of 600,000 300,000 Optional Common Shares from the Company Selling Stockholders at the purchase price per share to be paid by the several Underwriters Underwriter for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Underwriter to the Company, Company which notice may be given at any time within 45 21 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree, severally but not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) set forth in the notice from the Representative to the Company referenced in this subsection (c). 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
Samples: Underwriting Agreement (Amn Healthcare Services Inc)
The Optional Common Shares; the Second 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 and the Selling Stockholders hereby grants grant an option to the several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 600,000 1,125,000 Optional Common Shares from the Company and the Selling Stockholders at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the CompanyCompany and the Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company and each Selling Stockholder agree, severally and jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine); in the case of each Selling Stockholder, equal to the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder or, in the case of the Company, the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Representative to the Company referenced in paragraph “Introductory” of this subsection (c)Agreement. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholders.
Appears in 1 contract
The Optional Common Shares; the Second 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 Selling Stockholders hereby grants grant an option to the several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 600,000 [1,500,000] Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the CompanyCompany and the Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company referenced in this subsection and each Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (c)subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth on Schedule B opposite the name of such Selling Stockholder bears to the total number of Optional Common Shares and as set forth on Schedule B opposite the name of such Selling Stockholder. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholders.
Appears in 1 contract
The Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 1,728,850 Optional Common Shares from the Company at and the Selling Stockholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 35,900 Optional Common Shares from the Selling Stockholder. The purchase price per share Optional Common Share to be paid by the several Underwriters for to the Firm Common SharesCompany and the Selling Stockholder shall be $13.02 per share. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. No Optional Common Shares shall be sold or delivered unless the Firm Common Shares previously have been, or simultaneously are, sold and delivered. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the CompanyCompany and the Selling Stockholder, which notice may be given at any time within 45 30 days from the date of this Agreementthe Prospectus. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company and the Selling Stockholder agree, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of the Selling Stockholder (or, in the case of the Company, as the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Representative paragraph “Introductory” of this Agreement) bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Representative Representatives may cancel the option at any time prior to its any notice of exercise of such option and prior to the expiration of such option by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholder.
Appears in 1 contract
Samples: Underwriting Agreement (Ev3 Inc.)
The Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 [ ] Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and delivery shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date.” If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced total number of Firm Common Shares. BAS, on behalf of the several Underwriters, may, in this subsection (c). The Representative may its sole discretion, 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 (Acadia Pharmaceuticals Inc)
The Optional Common Shares; the Second Closing Date. In addition, on 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 and the Selling Stockholders hereby grants grant an option to the several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 600,000 Optional Common Shares from the Company and the Selling Stockholders at the purchase price per share to be paid by the several Underwriters for the Firm Common Shares. The option options granted hereunder is are for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option options granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the CompanyCompany and the Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares, and (b) the Company and each Selling Stockholder agree to sell the number of Optional Common Shares to be sold by the Company and the Selling Stockholders as set forth in the notice from the Representative to the Company referenced in paragraph “Introductory” of this subsection (c)Agreement. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholders.
Appears in 1 contract
The Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 1,728,850 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Common Shares and the Selling Stockholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 35,900 Optional Common Shares from the Selling Stockholder at the purchase price per share to be paid by the Underwriters for the Firm Common 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 the Firm Common Shares. No Optional Common Shares shall be sold or delivered unless the Firm Common Shares previously have been, or simultaneously are, sold and delivered. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the CompanyCompany and the Selling Stockholder, which notice may be given at any time within 45 30 days from the date of this Agreementthe Prospectus. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company and the Selling Stockholder agree, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of the Selling Stockholder (or, in the case of the Company, as the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Representative paragraph "Introductory" of this Agreement) bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Representative Representatives may cancel the option at any time prior to its any notice of exercise of such option and prior to the expiration of such option by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholder.
Appears in 1 contract
Samples: Underwriting Agreement (Ev3 Inc.)
The Optional Common Shares; the Second 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 Selling Stockholders hereby grants grant an option to the several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 600,000 [1,500,000] Optional Common Shares from the Company Selling Stockholders at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Selling Stockholders (with a copy to the Company), which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the notice from the Representative name of such Selling Stockholder bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to such Selling Stockholders (with a copy to the Company).
Appears in 1 contract
Samples: Underwriting Agreement (McCormick & Schmicks Seafood Restaurants Inc.)
The Optional Common Shares; the Second 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, certain of the Company Selling Stockholders hereby grants grant an option to the several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 600,000 518,801 Optional Common Shares from the Company such Selling Stockholders at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any from time (but not to time on one or more than once) occasions upon notice by the Representative Representatives to the CompanyCompany and such Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each such Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the notice from the Representative to the Company referenced in this subsection (c)name of such Selling Stockholder. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and such Selling Stockholders.
Appears in 1 contract
Samples: Underwriting Agreement (Red Robin Gourmet Burgers Inc)
The Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 637,500 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon written notice by the Representative Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common 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 (Caci International Inc /De/)
The Optional Common Shares; the Second 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 Selling Stockholders, severally and not jointly, hereby grants grant an option to the several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 600,000 1,381,303 Optional Common Shares from the Company Selling Stockholders at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Company, Company which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule B opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c). The Representative may cancel the option at any time prior to its expiration by giving written notice total number of such cancellation to the CompanyFirm Common Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Amn Healthcare Services Inc)
The Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 225,000 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to the Company, which notice may be given at any time within 45 days from after the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common 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 (CardioVascular BioTherapeutics, Inc.)
The Optional Common Shares; the Second 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, Clearwater Insurance Company (“Clearwater”) and United States Fire Insurance Company (collectively with Clearwater, the Company “Option Selling Stockholders”) each hereby grants grants, severally and not jointly, an option to the several Underwriters to purchase from it up to an aggregate of 600,000 200,000 Optional Common Shares from the Company (collectively, 400,000 Optional Common Shares) at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Option Selling Stockholders (with a copy to the Company), which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Option Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the notice from the Representative name of such Selling Stockholder bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Selling Stockholders (with a copy to the Company).
Appears in 1 contract
The Optional Common Shares; the Second 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 Xx. Xxxxxx hereby grants an option to the several Underwriters to purchase purchase, severally and not jointly, up to an aggregate the respective number of 600,000 Optional Common Shares from the Company set forth opposite Xx. Xxxxxx'x name on Schedule B hereto at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Lead Representative to the CompanyCompany and Xx. Xxxxxx, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " (and each of the First Closing Date and the Second Closing Date is referred to herein generically as a "Closing Date") and shall be determined by the Lead Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Lead Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Lead Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and Xx. Xxxxxx.
Appears in 1 contract
Samples: Texas Roadhouse, Inc.
The Optional Common Shares; the Second 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 Underwriters to purchase up to an aggregate of 600,000 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to the Company, which notice may be given at any time within 45 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree, severally but not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) set forth in the notice from the Representative to the Company referenced in this subsection (c). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.subsection
Appears in 1 contract
The Optional Common Shares; the Second 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 and the Selling Stockholders set forth on Schedule B hereby grants grant an option to the several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 600,000 585,000 Optional Common Shares from the Company and the Selling Stockholders at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the CompanyCompany and the Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company and each Selling Stockholder agree, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder (or, in the case of the Company, as the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Representative paragraph "Introductory" of this Agreement) bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholders.
Appears in 1 contract
The Optional Common Shares; the Second 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 and the Selling Stockholders set forth on Schedule B hereby grants grant an option to the several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 600,000 468,000 Optional Common Shares from the Company and the Selling Stockholders at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the CompanyCompany and the Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company and each Selling Stockholder agree, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder (or, in the case of the Company, as the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Representative paragraph "Introductory" of this Agreement) bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholders.
Appears in 1 contract
The Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 [ ] Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Company, which notice may be given at any time within 45 thirty (30) days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Representative Representatives and shall not be earlier than three (3) nor later than five (5) full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c). The Representative may cancel the option at any time prior to its expiration by giving written notice total number of such cancellation to the CompanyFirm Common Shares.
Appears in 1 contract
The Optional Common Shares; the Second Closing Date. In addition, on 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 purchase, severally and not jointly, up to an aggregate of 600,000 900,000 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common Shares. The option options granted hereunder is are for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option options granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares, and (b) the Company agrees to sell the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Representative to the Company referenced in paragraph “Introductory” of this subsection (c)Agreement. 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 Optional Common Shares; the Second 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 Underwriters Underwriter to purchase purchase, severally and not jointly, up to an aggregate of 600,000 240,000 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters Underwriter for the Firm Common Shares. The option granted hereunder is for use by the Underwriters Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Underwriter to the Company, Company which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Representative Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree, severally but not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) set forth in the notice from the Representative to the Company referenced in this subsection (c). 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 Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 [ ] Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common 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 Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 1,200,000 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common 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 Optional Common Shares; the Second 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 Selling Stockholders hereby grants grant an option to the several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 600,000 611,250 Optional Common Shares from the Company Selling Stockholders at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon written notice by the Representative Representatives to the CompanySelling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three (3) nor later than five (5) full Business Days (any day, other than a Saturday, Sunday or legal holiday in the State of New York, on which banks are open for business days in New York City) after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the notice from the Representative name of such Selling Stockholder bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to each of the CompanySelling Stockholders.
Appears in 1 contract
The Optional Common Shares; the Second Closing Date. In addition, on 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 MST hereby grants an option to the several Underwriters to purchase up to an aggregate of 600,000 450,000 Optional Common Shares from the Company such Selling Stockholder at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to MST (with a copy to the Company), which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares, and (b) MST agrees to sell the Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) set forth in the notice from the Representative to the Company referenced in this subsection (c)Underwriters. The Representative Representatives may cancel the option with respect to the Optional Common Shares to be purchased from MST at any time prior to notice of its expiration by giving written notice of such cancellation to MST (with a copy to the Company).
Appears in 1 contract
The Optional Common Shares; the Second 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 and certain of the Selling Stockholders hereby grants grant an option to the several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 600,000 345,000 Optional Common Shares from the Company and such Selling Stockholders at the purchase price per share to be paid by the several Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-over- allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the CompanyCompany and such Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company and each such Selling Stockholder agree, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B and Schedule C opposite the name of such Selling ---------- Stockholder (or, in the case of the Company, as the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Representative paragraph "Introductory" of this Agreement) bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholders.
Appears in 1 contract
Samples: Underwriting Agreement (Onsale Inc)
The Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments overallotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may not be simultaneous with, but not earlier than, than the First Closing Date; and in the case that such case date is 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 Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three nor later than five ten full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common 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
The Optional Common Shares; the Second 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 and certain of the Selling Stockholders hereby grants grant an option to the several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 600,000 375,000 Optional Common Shares from the Company and such Selling Stockholders at the purchase price per share to be paid by the several Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-over- allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the CompanyCompany and such Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name ---------- of such Underwriter bears to the total number of Firm Common Shares and (b) the Company and each such Selling Stockholder agree, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder (or, in the ---------- case of the Company, as the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Representative paragraph "Introductory" of this Agreement) bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholders.
Appears in 1 contract
Samples: Underwriting Agreement (Onsale Inc)
The Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common 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 Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 [___] Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Company, which notice may be given at any time within 45 30 days from after the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common 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 (Momenta Pharmaceuticals Inc)
The Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 2,981,895 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by one of the Representative Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common 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 Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 423,525 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common Shares. The option granted hereunder is for use may be exercised by the Underwriters solely in for the purpose of covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company agrees to sell up to the maximum number of Optional Common Shares as set forth in the notice from paragraph “Introductory” of this Agreement as requested by the Representative to the Company referenced in this subsection (c)Representatives. 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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Samples: Barnes Group (Barnes Group Inc)
The Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 [ ] Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common 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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The Optional Common Shares; the Second 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 Selling Shareholders hereby grants grant an option to the several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 600,000 697,458 Optional Common Shares from the Company Selling Shareholders at the purchase price per share to be paid by the several Underwriters for the Firm Common Shares. Shares upon the terms set forth herein, with each such identified Selling Shareholder selling up to the number of Optional Common Shares set forth opposite such Selling Shareholder’s name on Schedule B. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative to the CompanyCompany and the Selling Shareholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeand each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common Shares (subject to such EXECUTION VERSION adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Selling Shareholder agrees severally and not jointly to sell the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Shares to be sold as the number of Optional Shares set forth in Schedule B opposite the notice from the Representative to the Company referenced in this subsection (c). The Representative may cancel the option at any time prior to its expiration by giving written notice name of such cancellation to the CompanySelling Shareholder.
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The Optional Common Shares; the Second 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 purchase, severally and not jointly, up to an aggregate of 600,000 900,000 Optional Common Shares from the Company at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates Optional Common Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agreeeach Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the Representative name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common 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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The Optional Common Shares; the Second 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 and the Selling Stockholders hereby grants grant an option to the several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 600,000 525,000 Optional Common Shares from the Company and the Selling Stockholders at the purchase price per share to be paid by the several Underwriters for the Firm Common 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 the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representative Representatives to the CompanyCompany and the Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Representative Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriters agree(a) each Underwriter agrees, severally but and not jointly, to purchase the number of Optional Common 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 Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company and each Selling Stockholder agree, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder (or, in the case of the Company, as the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Representative paragraph "Introductory" of this Agreement) bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholders.
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