Common use of Exercise of Over-allotment Option Clause in Contracts

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice, and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 3 contracts

Samples: Underwriting Agreement (Esports Entertainment Group, Inc.), Underwriting Agreement (Esports Entertainment Group, Inc.), Underwriting Agreement (Esports Entertainment Group, Inc.)

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Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (in whole or in part at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Additional Share shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase pricein Section 1(a). The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by upon written notice given at least two full business days prior to the giving of oral notice exercise to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Underwriter setting forth the aggregate number of Option Additional Shares and/or Option Warrants to be purchased by such Underwriter and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which Closing Date shall not be later than two five (25) full Business Days after the date of the such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of Representative’s Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the written notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Additional Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase from the Company that portion of the total number of Option Additional Shares and Option Warrants then being purchased that with the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments adjustment as the RepresentativeUnderwriter, in its sole discretion, shall determine.

Appears in 3 contracts

Samples: Underwriting Agreement (Millennium Group International Holdings LTD), Underwriting Agreement (Millennium Group International Holdings LTD), Underwriting Agreement (Millennium Group International Holdings LTD)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 2(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within no later than 45 days after the Effective Date. The purchase price to be paid per Option Share Additional ADSs shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase priceADS in Section 2(a). The Underwriters shall not be under any obligation to purchase any Option Securities Additional ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the giving of oral notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Representative setting forth the number of Option Shares and/or Option Warrants Additional ADSs to be purchased and the date and time for delivery of and payment for the Option Securities Additional ADSs (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional ADSs (the “Option Closing Date”), which ) shall not be later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of the Representative’s Counsel, counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the noticeUnderwriters. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional ADSs, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and/or Option Warrants Additional ADSs specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineAdditional ADSs.

Appears in 3 contracts

Samples: Deposit Agreement (Xiao-I Corp), Underwriting Agreement (Xiao-I Corp), Underwriting Agreement (Xiao-I Corp)

Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 1.2.1 hereof 1(b) may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Share shall be equal to the per share purchase price of each Firm Share purchase priceShare. The purchase price to be paid per Option Warrant shall be equal to the per warrant purchase price of each Firm Warrant purchase priceWarrant. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice, and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants Units as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnits, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith).

Appears in 2 contracts

Samples: Underwriting Agreement (Jupiter Wellness, Inc.), Underwriting Agreement (Jupiter Wellness, Inc.)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 2(c) hereof may be exercised by the Representative as to all (at any time) on behalf of the Underwriters in whole or any part (from time to time) of the Option Shares and/or Option Warrants, time in any confirmation thereof, within part no later than 45 days after the Effective Datedate of this Agreement. The purchase price to be paid per Option Share Additional Shares shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase pricein Section 2(a). The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the giving of oral notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Representative setting forth the number of Option Additional Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. Each date and time, if any, for delivery of and payment for the Additional Shares (the “Option Closing Date”), which must be at least one business day after the Exercise Notice and shall not be later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of the Representative’s Counsel, or counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the noticeUnderwriters. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Additional Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 2 contracts

Samples: Underwriting Agreement (Lucas GC LTD), Underwriting Agreement (Lucas GC LTD)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may shall be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Share Additional Shares shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase pricein Section 1(a). The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall be confirmed in writing by via overnight mail or facsimile or other electronic transmission, setting forth the number of Option Additional Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, Underwriters’ Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Additional Shares and Option Warrants then being purchased that with the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments adjustment as the Representative, in its sole discretion, shall determine.

Appears in 2 contracts

Samples: Underwriting Agreement (Global Internet of People, Inc.), Underwriting Agreement (Global Internet of People, Inc.)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, Warrants in any confirmation thereof, combination thereof within 45 days after the Effective Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall must be confirmed in writing by overnight mail or facsimile or other electronic transmission, transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the each an “Option Closing Date”), which shall not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and/or Option Warrants Securities specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and Option Warrants Securities then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Towerstream Corp), Underwriting Agreement (Towerstream Corp)

Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 1.2.1 hereof 1.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of any combination of the Option Shares and/or Option Warrants, in any confirmation thereof, Securities within 45 days after the Effective Dateexecution date of this Agreement. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall must be confirmed in writing by overnight mail or facsimile or other electronic transmission, transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the each, an “Option Closing Date”), which shall will not be later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Allotment Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and/or Option Warrants specified in such notice, and (ii) each . The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Underwriters, acting severally Over-Allotment Option by written notice to the Company. The Firm Securities and not jointly, shall purchase that portion the Option Securities are hereinafter referred to together as the “Public Securities.” The offering and sale of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears Public Securities is hereinafter referred to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine“Offering.

Appears in 2 contracts

Samples: Underwriting Agreement (Cellectar Biosciences, Inc.), Underwriting Agreement (Ruthigen, Inc.)

Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 1.2.1 hereof 1(b) may be exercised by the Representative as to all (at any time) or any part (from time to time) of any combination of the Option Shares and/or Option Warrants, in any confirmation thereof, Securities within 45 days after the Effective Dateexecution date of this Agreement. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall must be confirmed in writing by overnight mail or facsimile or other electronic transmission, transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the each, an “Option Closing Date”), which shall will not be later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s the Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Allotment Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and/or Option Warrants specified in such notice, and (ii) each . The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Underwriters, acting severally Over-Allotment Option by written notice to the Company. The Units and not jointly, shall purchase that portion the Option Securities are hereinafter referred to together as the “Public Securities.” The offering and sale of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears Public Securities is hereinafter referred to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine“Offering.

Appears in 2 contracts

Samples: Underwriting Agreement (usell.com, Inc.), Underwriting Agreement (usell.com, Inc.)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, Securities within 45 days after the Effective Closing Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall must be confirmed in writing by overnight mail or facsimile or other electronic transmission, transmission setting forth the number and type of Option Shares and/or Option Warrants Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number and type of Option Shares and/or Option Warrants Securities specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and Option Warrants Securities then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Harbor Custom Development, Inc.), Underwriting Agreement (Harbor Custom Development, Inc.)

Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, Warrants in any confirmation thereof, combination thereof within 45 days after the Effective Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase pricedate of this Agreement. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall must be confirmed in writing by overnight mail or facsimile or other electronic transmission, transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the each, an “Option Closing Date”), which shall not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and/or Option Warrants Securities specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and Option Warrants Securities then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Activecare, Inc.), Underwriting Agreement (Optex Systems Holdings Inc)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (in whole or in part at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective initial Closing Date. The purchase price to be paid per Option Share Additional Shares shall be equal to the price per Firm Share purchase pricein Section 1(a). The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters Representative shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral upon written notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Representative setting forth the aggregate number of Option Additional Shares and/or Option Warrants to be purchased by the Underwriters and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than two five (25) full Business Days after the date of the such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, or Underwriters’ Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the written notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase from the Company that portion of the total number of Option Additional Shares and Option Warrants then being purchased that with the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 Annex A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments adjustment as the RepresentativeUnderwriter, in its sole discretion, shall determine.

Appears in 2 contracts

Samples: Underwriting Agreement (Jowell Global Ltd.), Underwriting Agreement (China Eco-Materials Group Co. LTD)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (in whole or in part at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Share Additional Shares shall be equal to the price per Firm Share purchase pricein Section 1(a). The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by upon written notice given at least two (2) full business days prior to the giving of oral notice exercise to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Underwriter setting forth the aggregate number of Option Additional Shares and/or Option Warrants to be purchased by the Underwriter and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than two five (25) full Business Days after the date of the such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of RepresentativeUnderwriter’s Counsel, or Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the written notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Additional Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase from the Company that portion of the total number of Option Additional Shares and Option Warrants then being purchased that with the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments adjustment as the RepresentativeUnderwriter, in its their sole discretion, shall determine.

Appears in 2 contracts

Samples: Underwriting Agreement (Fortune Valley Treasures, Inc.), Underwriting Agreement (Fortune Valley Treasures, Inc.)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 2(c) hereof may be exercised by the Representative as to all on or within forty-five (at any time45) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Closing Date. The purchase price to be paid per Option Share Additional Unit shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase priceUnit set forth in Section 2(a). The Underwriters shall not be under any obligation to purchase any Option Securities Additional Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriters, which shall be confirmed in writing by via overnight mail or facsimile or other electronic transmission, setting forth the number of Option Shares and/or Option Warrants Additional Units to be purchased and the date and time for delivery of and payment for the Option Securities Additional Units (the “Option Closing Date”), which shall not be later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of the Representative’s Counsel, counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriters. If such delivery of the Additional Shares and Additional Warrants and payment for the Option Securities Additional Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Units, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and/or Option Warrants Additional Units specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineAdditional Units.

Appears in 2 contracts

Samples: Underwriting Agreement (Marizyme Inc), Underwriting Agreement (Marizyme Inc)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 3(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Closing Date. The purchase price to be paid per Option Additional Firm Share shall be equal to the price per Firm Share purchase priceand Firm Resale Shares in Section 3(a). The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters Representative shall not be under any obligation to purchase any Option Securities Additional Firm Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall be confirmed in writing by via overnight mail or facsimile or other electronic transmission, setting forth the number of Option Additional Firm Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Additional Firm Shares (the “Option Closing Date”), which shall not be later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative’s Counsel, counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Additional Firm Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Firm Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Representative the number of Option Additional Firm Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Representative shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Additional Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (Majestic Ideal Holdings LTD)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 2(c) hereof may be exercised by the Representative as to all no later than forty-five (at any time45) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Share Shares shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase pricein Section 2(a). The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the giving of oral notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Representative setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which ) shall not be later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of the Representative’s Counsel, or counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriters. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (Global Mofy Metaverse LTD)

Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 1.2.1 hereof 1.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of any combination of the Option Shares and/or Option Warrants, in any confirmation thereof, Securities within 45 days after the Effective Dateexecution date of this Agreement. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall must be confirmed in writing by overnight mail or facsimile or other electronic transmission, transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the each, an “Option Closing Date”), which shall will not be later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Allotment Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and/or Option Warrants specified in such notice, and (ii) each . The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Underwriters, acting severally Over-Allotment Option by written notice to the Company. The Units and not jointly, shall purchase that portion the Option Securities are hereinafter referred to together as the “Public Securities.” The offering and sale of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears Public Securities is hereinafter referred to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine“Offering.

Appears in 1 contract

Samples: Underwriting Agreement (Ruthigen, Inc.)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 30 days after the Effective Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Representative’s Representatives’ Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice, and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the RepresentativeRepresentatives, in its their sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (Versus Systems Inc.)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 2(c) hereof may be exercised by the Representative as to all (at any time) on or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Closing Date. The combined purchase price to be paid per Option Additional Share shall be equal to the Firm Share purchase price. The purchase price to be paid and Additional Warrant and per Option Additional Pre-Funded Warrant and Additional Warrant shall be equal to the combined price per Firm Share and Firm Warrant purchase priceand combined price per Pre-Funded Warrant and Firm Warrant set forth in Section 2(a). The Underwriters shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriters, which shall be confirmed in writing by via overnight mail or facsimile or other electronic transmission, setting forth the number of Option Shares and/or Option Warrants Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which shall not be later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of the Representative’s Counsel, counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriters. If such delivery and payment for the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and/or Option Warrants Additional Securities specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineAdditional Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Mechanical Technology Inc)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 2(c) hereof may be exercised by the Representative as to all no later than forty-five (at any time45) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Share Additional Shares shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase pricein Section 2(a). The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Underwriters shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the giving of oral notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Representative setting forth the number of Option Additional Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”), which ) shall not be later than two five (25) full Business Days business days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of the Representative’s Counsel, or counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriters. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Additional Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (Warrantee Inc.)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 3(c) hereof may be exercised by the Representative as to all Underwriter no later than forty-five (at any time45) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Closing Date. The purchase price to be paid per Option Share Additional Shares shall be equal to the price per Firm Share purchase pricein Section 3(a). The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the giving of oral notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Underwriter setting forth the number of Option Additional Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Underwriter shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”), which ) shall not be later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representativethe Underwriter’s Counsel, or counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Additional Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Additional Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (Republic Power Group LTD)

Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 1.2.1 hereof 1(b) may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 30 days after the Effective Dateeffective date of the Registration Statement. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall An Underwriter will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment OptionAllotment Option by the Representatives. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which shall must be confirmed in writing by overnight mail or facsimile by email or other electronic transmission, transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the each, an “Option Closing Date”), which shall will not be earlier than one (1) Business Day nor later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Representative’s the Representatives’ Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Allotment Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and/or Option Warrants specified in such notice, and (ii) each . The Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Over-Allotment Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears by written notice to the total number of Firm Shares, subject, Company (except to the extent the Representatives have exercised the Over-Allotment Option in each case, to such adjustments as the Representative, in its sole discretion, shall determineaccordance herewith).

Appears in 1 contract

Samples: Underwriting Agreement (WF International Ltd.)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, Securities within 45 forty-five (45) days after the Effective Closing Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which shall must be confirmed in writing by overnight mail or facsimile or other electronic transmission, transmission setting forth the number of Option Shares and/or ADSs and Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Representative’s Counsel, Representatives’ Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and/or ADSs and Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares ADSs and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Oasmia Pharmaceutical AB)

Exercise of Over-allotment Option. RBC, on behalf of the Agents, may exercise the Over-Allotment Option at any time and from time to time prior to the close of business on the Over-Allotment Option Expiry Date in respect of a number of Units, which does not exceed the Additional Units by delivery of written notice by RBC on behalf of the Agents, to the Fund not later than two Business Days prior to an Over-Allotment Option Closing Date, specifying the number of Additional Units in respect of which the Over-Allotment Option is being exercised and the date for delivery of the purchase price for the Additional Units (the “Over-Allotment Option Notice”). The Over-allotment Allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Share Closing Date shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters determined by RBC and Marret but shall not be under earlier than two Business Days after any obligation to purchase any Option Securities prior to the such exercise of the Over-allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representativeand, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmissionany event, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later earlier than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise receipt of the Over-allotment Allotment Option with respect to all or any portion Notice of the Option SecuritiesAgents, subject to the terms and conditions set forth herein, (i) the Company Fund shall become obligated to sell to the Underwriters the number of Additional Units set out in the Over-Allotment Option Shares and/or Option Warrants specified in such notice, and Notice at the Over-Allotment Closing Time on the Over-Allotment Closing Date against payment (iiby certified cheque or bank draft) each of the Underwriterspurchase price therefor being the amount obtained by multiplying, acting severally and not jointlyas applicable, shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Additional Units in respect of which the Over-Allotment Option Warrants as set forth is exercised by $11.05 net of a fee of $0.442 per Additional Unit purchased (the “Agency Fee (Over-Allotment Option)”). On the Over-Allotment Option Closing Date, the Fund shall deliver to RBC on behalf of the Agents one definitive certificate registered in Schedule 1 opposite the name of such Underwriter bears “CDS & Co.” (or as it may direct) representing the Units in respect of which the Over-Allotment Option has been exercised against payment of the purchase price therefor net of the Agency Fee (Over- Allotment Option). Notwithstanding the foregoing, if the Fund determines to issue any Units in respect of which the Over-Allotment Option has been exercised as book-entry only securities in accordance with the rules and procedures of CDS, then as an alternative or in addition to the total Fund delivering one or more definitive certificates representing such Units, the Agents will provide a direction to CDS with respect to the crediting of the Additional Units to the accounts of participants of CDS as shall be designated by the Agents in writing in sufficient time prior to the Over-Allotment Closing Date to permit such crediting In the event the Fund shall subdivide, consolidate or otherwise change its Units prior to the Over-Allotment Option Closing Time, the number of Firm SharesAdditional Units into which the Over-Allotment Option is exercisable shall be similarly subdivided, subjectconsolidated or changed such that the Agents would be entitled to receive the equivalent of the number and type of securities that they would have otherwise been entitled to receive had they exercised the Over-Allotment Option prior to such subdivision, consolidation or change. The subscription price per Unit shall be adjusted accordingly and notice shall be given to RBC, on behalf of the Agents, of such adjustment. In the event that RBC, on behalf of the Agents, shall disagree with the foregoing adjustment, such adjustment shall be determined conclusively by the Fund’s auditors at the Fund’s expense. The closing of the purchase and sale of the Additional Units shall be completed at the offices of Stikeman Elliott LLP, in each case, to such adjustments as the Representative, in its sole discretion, shall determineCity of Toronto at the Over-Allotment Option Closing Time.

Appears in 1 contract

Samples: Agency Agreement

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, Securities within 45 forty-five (45) days after the Effective Closing Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall must be confirmed in writing by overnight mail or facsimile or other electronic transmission, transmission setting forth the number of Option Shares and/or ADSs and Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and/or ADSs and Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares ADSs and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Oasmia Pharmaceutical AB)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (in whole or in part at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Additional Share shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase pricein Section 1(a). The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by upon written notice given at least two full business days prior to the giving of oral notice exercise to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Underwriters setting forth the aggregate number of Option Additional Shares and/or Option Warrants to be purchased by the Underwriters and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which Closing Date shall not be later than two five (25) full Business Days after the date of the such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of Representative’s Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriters. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the written notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase from the Company that portion of the total number of Option Additional Shares and Option Warrants then being purchased that with the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 A opposite the name of such Underwriter Underwriters bears to the total number of Firm Shares, subject, in each case, to such adjustments adjustment as the RepresentativeUnderwriters, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (SAMFINE CREATION HOLDINGS GROUP LTD)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 2(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after of the Effective Closing Date. The purchase price to be paid per Option Share Additional Shares shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase pricein Section 2(a). The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option may be exercised in whole or in part, and may be exercised more than once, during the 45-day period. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriters, which shall be confirmed in writing by via overnight mail or facsimile or other electronic transmission, setting forth the number of Option Additional Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of the Representative’s Counsel, counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriters. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Additional Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (J-Long Group LTD)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (in whole or in part at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Share Additional Shares shall be equal to the price per Firm Share purchase pricein Section 1(a). The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters Representative shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by upon written notice given at least two (2) full business days prior to the giving of oral notice exercise to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Representative setting forth the aggregate number of Option Additional Shares and/or Option Warrants to be purchased by the Representative and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than two five (25) full Business Days after the date of the such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, or Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the written notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Representative the number of Option Additional Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Representative shall purchase from the Company that portion of the total number of Option Additional Shares and Option Warrants then being purchased that with the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 A opposite the name of such Underwriter Representative bears to the total number of Firm Shares, subject, in each case, to such adjustments adjustment as the Representative, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (Tian Ruixiang Holdings LTD)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (in whole or in part at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Share Additional ADS shall be equal to the price per Firm Share purchase priceADS in Section 1(a). The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities Additional ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by upon written notice given at least two full business days prior to the giving of oral notice exercise to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Underwriter setting forth the aggregate number of Option Shares and/or Option Warrants Additional ADSs to be purchased by the Underwriter and the date and time for delivery of and payment for the Option Securities Additional ADSs (the “Option Closing Date”), which Closing Date shall not be later than two five (25) full Business Days after the date of the such written notice to purchase Additional ADSs is given or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of RepresentativeUnderwriter’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities Additional ADSs does not occur on the Closing Date, the Option Closing Date will be as set forth in the written notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional ADSs, subject to the terms and conditions set forth hereinherein and the Companies Act of Japan , (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Shares and/or Option Warrants Additional ADSs specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase from the Company that portion of the total number of Option Shares and Option Warrants Additional ADSs then being purchased that with the number of Firm Shares and/or Option Warrants as ADSs set forth in Schedule 1 A opposite the name of such Underwriter bears to the total number of Firm SharesADSs, subject, in each case, to such adjustments adjustment as the RepresentativeUnderwriter, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (Warrantee Inc.)

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Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 2(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 no later than [●] days after the Effective Date. The purchase price to be paid per Option Share Additional Shares shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase pricein Section 2(a). The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the giving of oral notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Representative setting forth the number of Option Additional Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”), which ) shall not be later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of the Representative’s Counsel, counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriters. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Additional Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (IMMRSIV Inc.)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (in whole or in part at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Share Additional Shares shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase pricein Section 1(a). The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by upon written notice given at least two full business days prior to the giving of oral notice exercise to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Underwriters setting forth the aggregate number of Option Additional Shares and/or Option Warrants to be purchased by the Underwriters and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than two five (25) full Business Days after the date of the such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of RepresentativeUnderwriter’s Counsel, or Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriters. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the written notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase from the Company that portion of the total number of Option Additional Shares and Option Warrants then being purchased that with the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments adjustment as the RepresentativeUnderwriters, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (Zhongchao Inc.)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 2(c) hereof may be exercised by the Representative as to all no later than forty-five (at any time45) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Closing Date. The purchase price to be paid per Option Share Additional Shares shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase pricein Section 2(a). The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may only be exercised by a formal written notice signed by authorized signature of the giving of oral notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Representative setting forth the number of Option Additional Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Exercise Notice”). Any oral notice or email notice to the Company from the Representative shall be confirmed by the Exercise Notice via overnight mail or facsimile or other electronic transmission. The date and time for delivery of and payment for the Additional Shares (the “Option Closing Date”), which ) shall not be later than two five (25) full Business Days after the date of the notice Exercise Notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of the Representative’s Counsel, or counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriters. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the noticeExercise Notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Shares and/or Option Warrants specified in such notice, Exercise Notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Additional Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (U-Bx Technology Ltd.)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (in whole or in part at any timetime within forty-five (45) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Share Additional Shares shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase pricein Section 1(a). The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by upon written notice given at least two (2) full business days prior to the giving of oral notice exercise to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Underwriters setting forth the aggregate number of Option Additional Shares and/or Option Warrants to be purchased by the Underwriters and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than two five (25) full Business Days after the date of the such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of Representative’s Counsel, or Underwriters’ Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriters. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the written notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase from the Company that portion of the total number of Option Additional Shares and Option Warrants then being purchased that with the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 A opposite the name of such Underwriter Underwriters bears to the total number of Firm Shares, subject, in each case, to such adjustments adjustment as the RepresentativeUnderwriters, in its their sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (Pop Culture Group Co., LTD)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (in whole or in part at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Datedate of the Prospectus (as defined below). The purchase price to be paid per Option Share Additional Shares shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase pricein Section 1(a). The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by upon written notice given at least two (2) full business days prior to the giving of oral notice exercise to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Underwriters setting forth the aggregate number of Option Additional Shares and/or Option Warrants to be purchased by the Underwriters and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than two five (25) full Business Days after the date of the such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of Representative’s Counsel, or Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriters. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the written notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase from the Company that portion of the total number of Option Additional Shares and Option Warrants then being purchased that with the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 A opposite the name of such Underwriter Underwriters bears to the total number of Firm Shares, subject, in each case, to such adjustments adjustment as the RepresentativeUnderwriters, in its their sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (Planet Image International LTD)

Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 1.2.1 hereof 1(b) may be exercised by the Representative as to all (at any time) or any part (from time to time) of any combination of the Option Shares and/or Option Warrants, in any confirmation thereof, Securities within 45 days after the Effective Dateexecution date of this Agreement. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall must be confirmed in writing by overnight mail or facsimile or other by electronic transmission, transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the each, an “Option Closing Date”), which shall will not be later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s the Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Allotment Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and/or Option Warrants Securities specified in such notice, and (ii) each . The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Underwriters, acting severally Over-Allotment Option by written notice to the Company. The Units and not jointly, shall purchase that portion the Option Securities are hereinafter referred to together as the “Public Securities.” The offering and sale of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears Public Securities is hereinafter referred to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine“Offering.

Appears in 1 contract

Samples: Underwriting Agreement (AMEDICA Corp)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, Securities within 45 30 days after the Effective Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which shall must be confirmed in writing by overnight mail mail, email or facsimile or other electronic transmission, transmission setting forth the number of Option Shares and/or Option Warrants Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one (1) full Business Day after the date of the notice if the Option Closing Date occurs on the Closing Date or two (2) full Business Days after the date of the notice if the Option Closing Date occurs on a date other the Closing Date, or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Representative’s Counsel, Representative Counsel or at such other place (including remotely by facsimile facsimile, email or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and/or Option Warrants Securities specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and Option Warrants Securities then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Evoke Pharma Inc)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (in whole or in part at any timetime within forty-five (45) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Share Additional ADS shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase priceADS in Section 1(a). The Underwriters shall not be under any obligation to purchase any Option Securities Additional ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by upon written notice given at least two (2) full business days prior to the giving of oral notice exercise to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Representative setting forth the aggregate number of Option Shares and/or Option Warrants Additional ADSs to be purchased by the Underwriters and the date and time for delivery of and payment for the Option Securities Additional ADSs (the “Option Closing Date”), which shall not be later than two five (25) full Business Days after the date of the such written notice to purchase Additional ADSs is given or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, or Underwriters’ Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative, and with the prior written consent of the Company. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the written notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional ADSs, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and/or Option Warrants Additional ADSs specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase from the Company that portion of the total number of Option Shares and Option Warrants Additional ADSs then being purchased that with the number of Firm Shares and/or Option Warrants as ADSs set forth in Schedule 1 A opposite the name of such Underwriter Underwriters bears to the total number of Firm SharesADSs, subject, in each case, to such adjustments adjustment as the Representative, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (Hywin Holdings Ltd.)

Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 1.2.1 hereof 1(b) may be exercised by the Representative as to all (at any time) or any part (from time to time) of any combination of the Option Shares and/or Option Warrants, in any confirmation thereof, Securities within 45 days after the Effective Dateexecution date of this Agreement. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall must be confirmed in writing by overnight mail or facsimile or other by electronic transmission, transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the each, an “Option Closing Date”), which shall will not be later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s the Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Allotment Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and/or Option Warrants specified in such notice, and (ii) each . The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Underwriters, acting severally Over-Allotment Option by written notice to the Company. The Units and not jointly, shall purchase that portion the Option Securities are hereinafter referred to together as the “Public Securities.” The offering and sale of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears Public Securities is hereinafter referred to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine“Offering.

Appears in 1 contract

Samples: Underwriting Agreement (AMEDICA Corp)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (in whole or in part at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Share Additional Shares shall be equal to the price per Firm Share purchase pricein Section 1(a). The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by upon written notice given at least two (2) full business days prior to the giving of oral notice exercise to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Underwriter setting forth the aggregate number of Option Additional Shares and/or Option Warrants to be purchased by the Underwriter and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than two five (25) full Business Days after the date of the such written notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of RepresentativeUnderwriter’s Counsel, or Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the written notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Additional Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase from the Company that portion of the total number of Option Additional Shares and Option Warrants then being purchased that with the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments adjustment as the RepresentativeUnderwriter, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (Tian Ruixiang Holdings LTD)

Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 1.2.1 hereof 1.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of any combination of the Option Shares and/or Option Warrants, in any confirmation thereof, Securities within 45 days after the Effective Dateexecution date of this Agreement. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall must be confirmed in writing by overnight mail or facsimile or other electronic transmission, transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the each, an “Option Closing Date”), which shall will not be later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, BB or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Allotment Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and/or Option Warrants specified in such notice, and (ii) each . The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Underwriters, acting severally Over-Allotment Option by written notice to the Company. The Units and not jointly, shall purchase that portion the Option Securities are hereinafter referred to together as the “Public Securities.” The offering and sale of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears Public Securities is hereinafter referred to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine“Offering.

Appears in 1 contract

Samples: Underwriting Agreement (Great Basin Scientific, Inc.)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (in whole or in part at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Share shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase pricein Section 1(a). The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by upon written notice given at least two full business days prior to the giving of oral notice exercise to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Underwriter setting forth the aggregate number of Option Shares and/or Option Warrants to be purchased by such Underwriter and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which Closing Date shall not be later than two five (25) full Business Days after the date of the such written notice to purchase Option Shares is given or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of Representative’s Counsel, Underwriters’ Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the written notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase from the Company that portion of the total number of Option Shares and Option Warrants then being purchased that with the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments adjustment as the RepresentativeUnderwriter, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (EShallGo Inc.)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 2(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after of the Effective Closing Date. The purchase price to be paid per Option Share Additional Shares shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase pricein Section 2(a). The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option may be exercised in whole or in part, and may be exercised more than once, during the 45-day period. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriters, which shall be confirmed in writing by via overnight mail or facsimile or other electronic transmission, setting forth the number of Option Additional Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than two five (25) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of the Representative’s Counsel, counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriters. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Over- allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Additional Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (J-Long Group LTD)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 30 days after the Effective Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice, and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (Versus Systems Inc.)

Exercise of Over-allotment Option. The Over-allotment Option --------------------------------- granted pursuant to Section 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (or any part of the Option Securities at any time) or any part (, from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 forty-five days after the Effective Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-Over- allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall must be confirmed in writing by overnight mail a letter or facsimile or other electronic transmission, telecopy setting forth the number of Option Shares and/or Option Warrants Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities (and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such notice is given at least two full business days prior to the Closing Date”), which shall the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than two (2) five full Business Days business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for the Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and/or Option Warrants Securities specified in such notice, and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (U S Energy Systems Inc)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (in whole or in part at any timetime within forty-five (45) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Share shall be equal to the price per Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase pricein Section 1(a). The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by upon written notice given at least two (2) full business days prior to the giving of oral notice exercise to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, Underwriter setting forth the aggregate number of Option Shares and/or Option Warrants to be purchased by such Underwriter and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which Option Closing Date shall not be later than two five (25) full Business Days after the date of the such written notice to purchase Option Shares is given or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of Representative’s Counsel, Underwriters’ Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the written notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Shares and/or Option Warrants specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase from the Company that portion of the total number of Option Shares and Option Warrants then being purchased that with the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments adjustment as the RepresentativeUnderwriter, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (Creative Global Technology Holdings LTD)

Exercise of Over-allotment Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall must be confirmed in writing by overnight mail mail, email or facsimile or other electronic transmission, transmission setting forth the number of Option Shares and/or Option Warrants Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, Representative Counsel or at such other place (including remotely by facsimile facsimile, email or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and/or Option Warrants Securities specified in such notice, notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and Option Warrants Securities then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determineUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Direct Communication Solutions, Inc.)

Exercise of Over-allotment Option. The Over-allotment Allotment Option granted pursuant to this Section 1.2.1 hereof 1.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of any combination of the Option Shares and/or Option Warrants, in any confirmation thereof, Securities within 45 days after the Effective Dateexecution date of this Agreement. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which shall must be confirmed in writing by overnight mail or facsimile or other electronic transmission, transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the each, an “Option Closing Date”), which shall will not be later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative’s Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Allotment Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and/or Option Warrants specified in such notice, and (ii) each . The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Underwriters, acting severally Over-Allotment Option by written notice to the Company. The Firm Securities and not jointly, shall purchase that portion the Option Securities are hereinafter referred to together as the “Public Securities.” The offering and sale of the total number of Option Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears Public Securities is hereinafter referred to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine“Offering.

Appears in 1 contract

Samples: Underwriting Agreement (Apollo Medical Holdings, Inc.)

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