The Optional Shares. In addition, upon the terms herein set forth, the Company hereby agrees to issue an aggregate of 1,108,695 Optional Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to subscribe for the Optional Shares set forth opposite their names on Schedule A together with the Firm Shares as provided in Section 3.B(i). The Company grants an option to the several Underwriters to purchase from the Company on any relevant Option Closing Date (as defined below), on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, severally and not jointly, any part or all of the Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares, less an amount per share equal to any dividend or distribution declared by the Company and payable or paid on the Firm Shares but not payable on the Optional Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth the aggregate number of Optional Shares as to which the Underwriters are exercising the option. The Underwriters may exercise the option granted hereunder at their full discretion. If any Optional Shares are to be purchased, each Underwriter agrees, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, severally and not jointly, to purchase the number of Optional Shares (subject to adjustments to eliminate fractional shares) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares.
Appears in 1 contract
The Optional Shares. In addition, upon the terms herein set forth, the Company hereby agrees to issue an aggregate of 1,108,695 Optional Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to subscribe for the Optional Shares set forth opposite their names on Schedule A together with the Firm Shares as provided in Section 3.B(i). The Company grants an option to the several Underwriters to purchase from the Company on any relevant Option Closing Date (as defined below), on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants to the several Underwriters the right to purchase, severally and not jointly, any part or all up to an aggregate of the 637,500 Optional Shares from the Company Shares, at the purchase price per share to be paid by the Underwriters for the Firm Shares, less an amount per share equal to any dividend or distribution declared by the Company and payable or paid on the Firm Shares but not payable on the Optional Sharesset forth in Section 3(a). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. Any such election to purchase Optional Shares may be exercised at any time and only by written notice from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 a period not later than thirty (30) days from after the date of this Agreement. Such , which notice shall set forth specify the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as to which determined by the Underwriters are exercising Representatives but in no event earlier than the option. The Underwriters may exercise First Time of Delivery (as defined in Section 5 hereof) nor later than five (5) Business Days (as defined in Section 5) after the option granted hereunder at their full discretiondate of such notice. If any Optional Shares are to be purchased, each Underwriter agrees, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, severally and not jointly, to purchase purchase, and the Company agrees to sell to such Underwriter, the number of Optional Shares (subject to adjustments adjustment to eliminate fractional sharesshares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A I opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its exercise and expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Optional Shares. In addition, upon the terms herein set forth, the Company hereby agrees to issue an aggregate of 1,108,695 Optional Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to subscribe for the Optional Shares set forth opposite their names on Schedule A together with the Firm Shares as provided in Section 3.B(i). The Company grants an option to the several Underwriters to purchase from the Company on any relevant Option Closing Date (as defined below), on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants to the several Underwriters the right to purchase, severally and not jointly, any part or all up to an aggregate of the 600,000 Optional Shares from the Company Shares, at the purchase price per share to be paid by the Underwriters for the Firm Shares, less an amount per share equal to any dividend or distribution declared by the Company and payable or paid on the Firm Shares but not payable on the Optional Sharesset forth in Section 3(a). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. Any such election to purchase Optional Shares may be exercised at any time and only by written notice from time to time in whole or in part upon notice by the Representatives Representative to the Company, which notice may be given at any time within 30 a period not later than thirty (30) days from after the date of this Agreement. Such , which notice shall set forth specify the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as to which determined by the Underwriters are exercising Representative but in no event earlier than the option. The Underwriters may exercise First Time of Delivery (as defined in Section 5 hereof) nor later than five (5) Business Days (as defined in Section 5) after the option granted hereunder at their full discretiondate of such notice. If any Optional Shares are to be purchased, each Underwriter agrees, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, severally and not jointly, to purchase purchase, and the Company agrees to sell to such Underwriter, the number of Optional Shares (subject to adjustments adjustment to eliminate fractional sharesshares as the Representative may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A I opposite the name of such Underwriter bears to the total number of Firm Shares. The Representative may cancel the option at any time prior to its exercise and expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
The Optional Shares. In addition, upon the terms herein set forth, the Company hereby agrees to issue an aggregate of 1,108,695 Optional Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to subscribe for the Optional Shares set forth opposite their names on Schedule A together with the Firm Shares as provided in Section 3.B(i). The Company grants an option to the several Underwriters to purchase from the Company on any relevant Option Closing Date (as defined below), on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants to the several Underwriters the right to purchase, severally and not jointly, any part or all up to an aggregate of the Optional Shares from the Company Shares, at the purchase price per share to be paid by the Underwriters for the Firm Shares, less an amount per share equal to any dividend or distribution declared by the Company and payable or paid on the Firm Shares but not payable on the Optional Sharesset forth in Section 3(a). The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. Any such election to purchase Optional Shares may be exercised at any time and only by written notice from time to time in whole or in part upon notice by the Representatives Representative to the Company, which notice may be given at any time within 30 a period not later than ( ) days from after the date of this Agreement. Such , which notice shall set forth specify the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as to which determined by the Underwriters are exercising Representative but in no event earlier than the option. The Underwriters may exercise First Time of Delivery (as defined in Section 5 hereof) nor later than five (5) Business Days (as defined in Section 5) after the option granted hereunder at their full discretiondate of such notice. If any Optional Shares are to be purchased, each Underwriter agrees, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, severally and not jointly, to purchase purchase, and the Company agrees to sell to such Underwriter, the number of Optional Shares (subject to adjustments adjustment to eliminate fractional sharesshares as the Representative may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A I opposite the name of such Underwriter bears to the total number of Firm Shares. The Representative may cancel the option at any time prior to its exercise and expiration by giving written notice of such cancellation to the Company.
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