Common use of International Option Securities Clause in Contracts

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer hereby grants an option to the International Managers, severally and not jointly, to purchase up to an additional 165,000 shares of Class A Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Issuer and payable on the International Initial Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the International Initial Securities upon notice by the Global Coordinator to the Issuer setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by the Global Coordinator, but shall not be earlier than one full business day, or be later than seven full business days, after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of International Initial Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of International Initial Securities, subject in each case to such adjustments as the Global Coordinator in its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: International Purchase Agreement (Teligent Inc)

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International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer Company and the Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the International Managers, severally and not jointly, to purchase up to an additional 165,000 shares of Class A 236,250 Common Stock Shares, as set forth in Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Issuer Company and payable on the Initial International Initial Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial International Initial Securities upon notice by the Global Coordinator CSFB to the Issuer Company and the Selling Shareholders setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by the Global CoordinatorCSFB, but shall not be earlier than one full business day, or be later than seven full business days, days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Initial Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of Initial International Initial Securities, subject in each case to such adjustments as the Global Coordinator CSFB in its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: International Purchase Agreement (Garmin LTD)

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer Company and each Selling Shareholder, severally and not jointly, hereby grants an option to the International Managers, severally and not jointly, to purchase up to an additional 165,000 627,480 shares of Class A Common Stock as set forth in Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Issuer Company and payable on the Initial International Initial Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised not more than two times in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial International Initial Securities upon notice by the Global Coordinator to the Issuer Company and the 23 -18- Selling Shareholders setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by the Global Coordinator, but shall not be earlier than one full business day, or be later than seven full business days, days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, on the basis of the representations and warranties of the Company contained herein and subject to the terms and conditions herein set forth, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Initial Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of Initial International Initial Securities, subject in each case to such adjustments as the Global Coordinator in its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: International Purchase Agreement (Global Telesystems Group Inc)

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer Company and the Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the International Managers, severally and not jointly, to purchase up to an additional 165,000 67,500 shares of Class A Common Stock at the price per share set forth in Schedule BF, less an amount per share equal to any dividends or distributions declared by the Issuer Company and payable on the Initial International Initial Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial International Initial Securities upon notice by the Global Coordinator to the Issuer Company and the Selling Shareholders setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by the Global Coordinator, but shall not be earlier than one full business day, or be later than seven full business days, days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, (i) the Company and each Selling Shareholder, acting severally and not jointly, will sell to the International Managers that proportion of the total number of International Option Securities then being purchased by the International Managers which the number of International Option Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of International Option Securities, and (ii) each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Initial Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of Initial International Initial Securities, subject in each case to such adjustments as the Global Coordinator in its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Aether Systems LLC

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer Company hereby grants an option to the International Managers, severally and not jointly, to purchase up to an additional 165,000 101,850 shares of Class A Common Stock at the price per share set forth in Schedule B, at the price per share set forth in Schedule C less an amount per share equal to any dividends or distributions declared by the Issuer Company and payable on the Initial International Initial Securities but not payable on the International Option Securities (but only if the Company establishes a record date for such dividend or distribution which is prior to the Date of Delivery (as defined below) for the International Option Securities). The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial International Initial Securities upon notice by the Global Coordinator to the Issuer Company setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by the Global Coordinator, but shall not be earlier than one full business day, or be later than seven full business days, days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Initial Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of Initial International Initial Securities, subject in each case to such adjustments as the Global Coordinator in its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Hon Industries Inc)

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer each Selling Shareholder, severally and not jointly, hereby grants an option to the International Managers, severally and not jointly, to purchase up to an additional 165,000 45,000 aggregate shares of Class A Common Stock (as adjusted as set forth in Schedule B) as set forth in Schedule B, at the price per share set forth in Schedule C (as adjusted as set forth in Schedule B), less an amount per share equal to any dividends or distributions declared by the Issuer and payable on the International Initial Securities but not Common Stock payable prior to the applicable Date of Delivery (as defined below) to holders of record on a record date which is after the International Option SecuritiesClosing Time. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial International Initial Securities upon notice by the Global Coordinator International Managers to the Issuer Company and the Selling Shareholders setting forth 23 -18- the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (each, a "Date of Delivery") shall be determined by the Global CoordinatorInternational Managers, but shall not be earlier than one full business day, or be later than seven full business days, days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, on the basis of the representations and warranties of the Company and each Selling Shareholder contained herein and subject to the terms and conditions herein set forth, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Initial Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of Initial International Initial Securities, subject in each case to such adjustments as the Global Coordinator in its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: International Purchase Agreement (Lone Star Industries Inc)

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer Company and each Selling Shareholder, acting severally and not jointly, hereby grants grant an option to the International ManagersUnderwriters, severally and not jointly, to purchase up to an additional 165,000 shares of Class A Common Stock - International Securities at the same price per share ADS set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Issuer and payable on the International Initial Securities but not payable on the International Option Securitiessubsection (a). The option hereby granted will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments overallotments which may be made in connection with the offering and distribution of the International Initial Securities upon notice by the Global Coordinator International Representatives to the Issuer Company and the Selling Shareholders setting forth the aggregate number of International Option Securities as to which the several International Managers are then exercising the option is being exercised and the time and date of payment and delivery for such International Option Securities, as determined by the International Representatives. Any such time and date of delivery for the The Global Coordinator may reallocate International Option Securities (a "Date between and among the syndicates of Delivery") shall be determined by the Global Coordinator, but shall not be earlier than one full business day, or be later than seven full business days, after Offerings in accordance with the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedIntersyndicate Agreement. If the option is exercised as to all or any portion of the International Option Securities, each of the International ManagersUnderwriters, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of International Initial Securities set forth in Schedule A hereto opposite the name of such International Manager Underwriter bears to the total number of International Initial Securities, provided that if the several International Underwriters elect to purchase less than all of the International Option Securities, the International Option Securities to be purchased will be allocated pro rata among the Company and each Selling Shareholder based on number of International Securities covered by the options granted by them pursuant to this Section 2(b), subject in each case to such adjustments as (A) any reallocation that the Global Coordinator may make with respect to International Option Securities among syndicates of the Offerings and (B) such adjustments among the International Underwriters as the International Representatives in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: CPFL Energy INC

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer Company hereby grants an option to the International Managers, severally and not jointly, to purchase up to an additional 165,000 120,000 shares of Class A Common Stock Stock, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Issuer Company and payable on the International Initial Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the International Initial Securities upon notice by the he Global Coordinator to the Issuer Company setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by the Global Coordinator, but shall not be earlier than one full business day, or be later than seven full business days, days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of International Initial Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of International Initial Securities, subject in each case to such adjustments as the Global Coordinator Lead Managers in its their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Northern States Power Co /Mn/

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International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer hereby grants Selling Stockholders, severally and not jointly, grant an option to the each International ManagersManager, severally and not jointly, to purchase up to an the additional 165,000 number of shares of Class A Common Stock set forth in Schedule C opposite the name of the Selling Stockholders under the heading "Number of International Option Securities" at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Issuer Company and payable on the Initial International Initial Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-over- allotments which may be made in connection with the offering and distribution of the Initial International Initial Securities upon written notice by the Global Coordinator to the Issuer Company and the Attorney-in-Fact setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by the Global Coordinator, but shall not be earlier than one full business day, or be later than seven full business days, days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined, unless otherwise agreed by the Global Coordinator, the Company and the Selling Stockholders. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Initial Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of Initial International Initial Securities, subject in each case to such adjustments as the Global Coordinator in its discretion shall make to eliminate any sales or purchases of fractional shares.. (c)

Appears in 1 contract

Samples: Brylane Inc

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer Selling Stockholders, severally and not jointly, hereby grants grant an option to the International Managers, severally and not jointly, to purchase from them up to an additional 165,000 123,000 shares of Class A Common Stock (each Selling Stockholder to sell up to the number of International Option Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto), at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Issuer and payable on the International Initial Securities but not payable on the International Option Securities. C. The option hereby granted will expire 30 days on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the International Initial Securities upon notice by the Global Coordinator to each of the Issuer Selling Stockholders who are selling International Option Securities setting forth the aggregate number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by the Global Coordinator, Coordinator but shall be not be earlier than one two nor later than five full business day, or be later than seven full business days, days after receipt of such notice by the Selling Stockholders of the exercise of said option, nor in any event prior to the Closing Time, Time (as hereinafter defined), unless otherwise agreed upon by the Global Coordinator and the Selling Stockholders. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Initial Securities set forth in Schedule A opposite the name of such International Manager (plus any additional number of Initial International Securities which such International Manager may become obligated to purchase pursuant to the provisions of Section 11 hereof) bears to the total number of Initial International Initial Securities, subject subject, in each case case, to such adjustments as the Global Coordinator International Managers in its their discretion shall make to eliminate any sales or purchases of fractional sharesSecurities. Each of the Selling Stockholders will sell shares purchased pursuant to the over-allotment option in the same proportion as the number of shares of International Option Securities to be sold by such Selling Stockholder bears to the total number of shares of International Option Securities sold by the Selling Stockholders pursuant to this Agreement. For purposes of this Agreement, the term "business day" means a day on which the New York Stock Exchange is open for trading.

Appears in 1 contract

Samples: International Purchase Agreement (Ocean Energy Inc)

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the International Managers, severally and not jointly, to purchase up to an additional 165,000 shares of Class A Common Stock - ADSs at the same price per share ADS set forth in Schedule B, C less an amount per share Ordinary Share represented by such ADSs equal to any dividends or distributions declared by the Issuer Company and payable on the Initial International Initial Securities but not payable on the International Option Securities. The option hereby granted will expire 30 calendar days after the date hereof of the Prospectuses and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the International Initial Securities upon by written notice by from the Global Coordinator to the Issuer Company, and setting forth the aggregate number of International Option Securities as to which the several International Managers are then exercising the option be purchased and the time and date of payment and delivery for on which such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall are to be delivered, as determined by the Global Coordinator, Coordinator but shall not be in no event earlier than one full business daythe Closing Time or, unless the Global Coordinator and the Company otherwise agree in writing, not earlier than two or be later than seven full ten business days, days after the exercise date of said option, nor such notice. The Global Coordinator may reallocate Option Securities between and among the syndicates of the Offerings in any event prior to accordance with the Closing Time, as hereinafter definedIntersyndicate Agreement. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Initial Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of Initial International Initial Securities, subject in each case to such adjustments as (A) any reallocation that the Global Coordinator may make with respect to Option Securities among syndicates of the Offerings and (B) such adjustments among the International Managers as the Lead Manager in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: International Purchase Agreement (Ctrip Com International LTD)

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer Company hereby grants an option to the International Managers, severally and not jointly, to purchase up to an additional 165,000 80,000 shares of Class A Common Stock Stock, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Issuer Company and payable on the International Initial Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the International Initial Securities upon notice by the Global Coordinator to the Issuer Company setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by the Global Coordinator, but shall not be earlier than one full business day, or be later than seven full business days, days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of International Initial Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of International Initial Securities, subject in each case to such adjustments as the Global Coordinator Lead Managers in its their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Northern States Power Co /Mn/)

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer Company hereby grants an option to the International Managers, severally and not jointly, to purchase up to an additional 165,000 75,000 shares of Class A Common Stock Stock, as set forth in Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Issuer Company and payable on the Initial International Initial Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial International Initial Securities upon notice by the Global Coordinator to the Issuer Company setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by the Global Coordinator, but shall not be earlier than one full business day, or be two nor later than seven full business days, days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase purchase, that proportion of the total number of International Option Securities then being purchased which the number of Initial International Initial Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of Initial International Securities, and the Company shall sell that proportion of the total number of International Option Securities then being sold which the number of Initial International Securities set forth in Schedule B opposite the name of the Company bears to the total number of Initial International Securities, subject in each case to such adjustments as the Global Coordinator in its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Sykes Healthplan Services Inc

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