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 Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 6 contracts
Sources: Underwriting Agreement (Nuveen Build America Bond Fund), Underwriting Agreement (Nuveen Build America Bond Fund), Underwriting Agreement (Nuveen Enhanced Municipal Value Fund)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up the Option Securities at a price per share equal to an additional [—] Common Shares the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 4 contracts
Sources: Underwriting Agreement (Immunomedics Inc), Underwriting Agreement (Immunomedics Inc), Underwriting Agreement (Immunomedics Inc)
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 Fund Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase up purchase, ratably in accordance with the number of Initial Securities to an additional [—] be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Shares Unit equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less Common Unit for any Option Securities shall be reduced by an amount per share Common Unit equal to any dividends distributions declared, paid or distributions declared payable by the Fund and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofunits.
Appears in 4 contracts
Sources: Underwriting Agreement (CONE Midstream Partners LP), Underwriting Agreement (CONE Midstream Partners LP), Underwriting Agreement (QEP Midstream Partners, LP)
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 Fund Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase additional shares of Common Stock up to an additional [—] Common Shares the amount set forth in the aggregate Schedule A, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Shareholder and the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time or prior to the date that is two full business days after such notice is provided (except in the event the Representatives determine a Date of Delivery to occur at the Closing Time, as hereinafter defined). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 4 contracts
Sources: Underwriting Agreement (National Australia Bank LTD), Underwriting Agreement (Great Western Bancorp, Inc.), Underwriting Agreement (National Australia Bank LTD)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the respective numbers of Option Securities set forth opposite the names of the Company in Exhibit F hereto at a price per share equal to the aggregate at price per Initial Security referred to in Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at the close of business 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 11), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit F opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit F, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 4 contracts
Sources: Underwriting Agreement (Ares Commercial Real Estate Corp), Underwriting Agreement (Ares Commercial Real Estate Corp), Underwriting Agreement (Ares Commercial Real Estate Corp)
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 Fund Trust hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Trust and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Trust setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 4 contracts
Sources: Purchase Agreement (Clough Global Equity Fund), Purchase Agreement (Clough Global Opportunities Fund), Purchase Agreement (Clough Global Allocation Fund)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up the Option Securities at a price per share equal to an additional [—] Common Shares the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on such Option Securities. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of Option Securities then being purchased as the number of Initial Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 8(b)), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, and the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit A opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit A, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8(b) hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 3 contracts
Sources: Underwriting Agreement (Healthcare Trust of America Holdings, LP), Underwriting Agreement (Healthcare Trust of America Holdings, LP), Underwriting Agreement (Healthcare Trust of America Holdings, LP)
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 Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 3 contracts
Sources: Purchase Agreement (Eaton Vance Short Duration Diversified Income Fund), Purchase Agreement (Pioneer Floating Rate Trust), Purchase Agreement (Scudder Commodities Stock Fund, Inc.)
Option Securities. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price set forth in paragraph (a) above (without giving effect to any accrued interest from the Closing Time to the applicable Option Closing Time), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up from the Company, all or any part of the Option Securities, plus any additional aggregate principal amount of Option Securities which such Underwriter may become obligated to an additional [—] Common Shares purchase pursuant to the provisions of Section 9 hereof. The option granted by this Section 1(b) may be exercised only to cover over-allotments, if any, in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on sale of the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 thirty (30) days after the date hereof hereof, and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may within such period. Such option shall be made in connection with the offering and distribution of the Initial Securities exercised upon written notice by the Representatives Representative to the Fund Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment for and delivery for of such Option Securities. Any such time and date of delivery and payment (a an “Date of DeliveryOption Closing Time”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven three (3) full business days (or earlier, without the consent of the Company, than two (2) full business days) after the exercise of said such option, nor in any event prior to the Closing Time, Time (as hereinafter defineddefined below). If the option is exercised as to all or any portion of the Option Securities, the Company will sell that aggregate principal amount of Option Securities then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number aggregate principal amount of Option Securities then being purchased which the number aggregate principal amount of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number aggregate principal amount of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number aggregate principal amount of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities.
Appears in 3 contracts
Sources: Underwriting Agreement (Suro Capital Corp.), Underwriting Agreement (OFS Capital Corp), Underwriting Agreement (OFS Capital Corp)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the total number of Option Securities set forth above at a price per share equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to each of the Underwriters, and each of the Underwriters, acting severally and not jointly, will purchase from the Company, that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 3 contracts
Sources: Underwriting Agreement (SeaSpine Holdings Corp), Underwriting Agreement (SeaSpine Holdings Corp), Underwriting Agreement (SeaSpine Holdings Corp)
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 Fund Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase up purchase, ratably in accordance with the number of Initial Securities to an additional [—] Common Shares in be purchased by each Underwriter, all or a portion of the aggregate Option Securities at the a price per share set forth in Schedule B, less an amount per share Common Unit equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesPurchase Price referred to in Section 2(a) above. The option hereby granted will expire 45 days at the close of business on the 30th day after the date hereof (such thirty-day period, the “Option Period”) and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofunits.
Appears in 3 contracts
Sources: Underwriting Agreement (LRR Energy, L.P.), Underwriting Agreement (LRR Energy, L.P.), Underwriting Agreement (LRR Energy, L.P.)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 428,571 shares of Common Shares in the aggregate 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 Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives GAF to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesGAF, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven three 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased purchased, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, which the number of Initial Option Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ GAF in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 3 contracts
Sources: Underwriting Agreement (Banuestra Financial CORP), Underwriting Agreement (Banuestra Financial CORP), Underwriting Agreement (Banuestra Financial CORP)
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 Fund hereby grants Company may grant, if so provided in the Terms Agreement, an option to the UnderwritersUnderwriters named in the Terms Agreement, severally and not jointly, to purchase up to an additional [—] Common Shares the number or principal amount of Option Securities set forth therein at the same price per security (plus, except as otherwise provided in the aggregate at Terms Agreement, interest, if any, accrued and unpaid from the price per share set forth Closing Time until the applicable Date of Delivery, and less, except as otherwise provided in Schedule Bthe Terms Agreement, less an amount per share equal to any dividends or distributions declared by the Fund Company and paid or payable on the Initial initial Offered Securities but not payable on the Option Securities), as is applicable to the Offered Securities. The option hereby granted Such option, if granted, will expire 45 30 days after the date hereof of the Terms Agreement, and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Offered Securities upon written notice by the Representatives to the Fund Company setting forth the number or principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days and not earlier than two full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined, unless otherwise agreed upon by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that the proportion of the total number or principal amount of Option Securities then being purchased which that the number or principal amount of Initial Immediate Delivery Offered Securities each such Underwriter has agreed to purchase, as set forth in Schedule A opposite the name of such Underwriter Terms Agreement, bears to the total number principal amount of Initial Immediate Delivery Offered Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases in less than authorized denominations or of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter shares, as the case may become obligated to purchase pursuant to the provisions of Section 10 hereofbe.
Appears in 3 contracts
Sources: Terms Agreement (Jabil Circuit Inc), Underwriting Agreement (Jabil Circuit Inc), Underwriting Agreement (Jabil Circuit Inc)
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 Fund Selling Stockholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—l] shares of Common Shares Stock, as set forth in the aggregate 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 Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, Representatives but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (GNC Corp), Underwriting Agreement (GNC Corp)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the respective numbers of Option Securities set forth in Exhibit A hereto at a price per share equal to the aggregate at Purchase Price referred to in Section 2(a) hereof; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Company will sell to the Underwriters, acting severally and not jointly, the respective number of Option Securities set forth in Exhibit A hereto (or, if applicable, the proportion thereof as set forth below), and each Underwriter, severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which that the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Spire Inc), Underwriting Agreement (Laclede Group Inc)
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 Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Sources: Purchase Agreement (ING Global Advantage & Premium Opportunity Fund), Purchase Agreement (Advent/Claymore Global Convertible Securities & Income Fund)
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 Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common •]Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Sources: Purchase Agreement (Nuveen Municipal High Income Opportunity Fund 2), Purchase Agreement (Nuveen Municipal High Income Opportunity Fund 2)
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 Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] shares of Common Shares Stock in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇M▇▇▇▇▇▇ ▇L▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Sources: Purchase Agreement (SunAmerica Focused Alpha Growth Fund, Inc.), Purchase Agreement (SunAmerica Focused Alpha Large-Cap Fund, Inc.)
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 Fund Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] Common Shares Ordinary Shares, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Clarivate Analytics PLC), Underwriting Agreement (Clarivate Analytics PLC)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up the Option Securities at a price per share equal to an additional [—] Common Shares the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Gray Television Inc), Underwriting Agreement (Gray Television Inc)
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 Fund Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase up purchase, ratably in accordance with the number of Initial Securities to an additional [—] Common Shares in be purchased by each Underwriter, all or a portion of the aggregate Option Securities at the a price per share set forth in Schedule B, less an amount per share Common Unit equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesPurchase Price referred to in Section 2(a) above. The option hereby granted will expire 45 days at the close of business 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 overallotments which over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofunits.
Appears in 2 contracts
Sources: Underwriting Agreement (NGL Energy Partners LP), Underwriting Agreement (NGL Energy Partners LP)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthforth herein, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,050,000 shares of Common Shares Stock at a price per share equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at the close of business 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, and may be the Closing Date (as hereinafter defined), but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Arbor Realty Trust Inc)
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 Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] 420,000 Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters 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 RepresentativesGlobal Coordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 UnderwritersInternational 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 Securities set forth in Schedule A opposite the name of such Underwriter International Manager 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 a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: International Purchase Agreement (Vornado Realty Trust), International Purchase Agreement (Vornado Realty Trust)
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 Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—•] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Sources: Underwriting Agreement (Nuveen California Municipal Value Fund 2), Underwriting Agreement (Nuveen New York Municipal Value Fund 2)
Option Securities. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, shall have the Fund hereby grants an option to the Underwriterspurchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from August 21, 2017 to purchase up the date of payment and delivery. If any Option Securities are to an additional [—] Common Shares in be purchased, the principal amount of Option Securities to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate at principal amount of Option Securities being purchased as the price per share principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Schedule B, less an Section 12 hereof) bears to the aggregate principal amount per share equal to any dividends or distributions declared of Underwritten Securities being purchased from the Company by the Fund and payable on several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000.00 as the Initial Securities but not payable on the Option SecuritiesRepresentatives in their sole discretion shall make. The Underwriters may, by notice as provided in the immediately following sentence, exercise the option hereby granted to purchase Option Securities at any time in whole, or in part, provided that the Additional Closing Date with respect thereto will expire 45 days in no event be (x) earlier than the Closing Date; (y) later than the thirteenth day from, and including, the Closing Date; or (z) later than the tenth full business day (as hereinafter defined) after the date hereof and of such notice. Such option may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon by written notice by from the Representatives to the Fund Company setting forth the number aggregate principal amount of Option Securities plus accrued interest, if any, as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full and the date and time when the Option Securities are to be delivered and paid for. Any such notice shall be given at least two 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 date and time of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofdelivery specified therein.
Appears in 2 contracts
Sources: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)
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 Fund Company and the Selling Stockholders, acting severally and not jointly, hereby grants grant an option to the UnderwritersUnderwriters to purchase, severally and not jointly, to purchase up to an additional [—] · shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. A. The option hereby granted will expire 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company and the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of a fractional shares. If the option is exercised as to less than all of the Option Securities, then (1) the portion of the Option Securities then being purchased shall be sold one-half by the Company and one-half by the Selling Shareholders collectively and (2) the portion of the Option Securities to be sold by the Selling Stockholders shall be allocated to each Selling Stockholder in accordance with the proportion that the number of Option Initial Securities plus any additional sold by such Selling Stockholder bears to the aggregate number of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofsold by all Selling Stockholders.
Appears in 2 contracts
Sources: Purchase Agreement (Sabre Industries, Inc.), Purchase Agreement (Sabre Industries, Inc.)
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 Fund Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentatives as set forth in the notice, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Bloomin' Brands, Inc.), Underwriting Agreement (Bloomin' Brands, Inc.)
Option Securities. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, shall have the Fund hereby grants an option to the Underwriterspurchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from October 5, 2018 to purchase up the date of payment and delivery. If any Option Securities are to an additional [—] Common Shares in be purchased, the principal amount of Option Securities to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate at principal amount of Option Securities being purchased as the price per share principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Schedule B, less an Section 12 hereof) bears to the aggregate principal amount per share equal to any dividends or distributions declared of Underwritten Securities being purchased from the Company by the Fund and payable on several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000.00 as the Initial Securities but not payable on the Option SecuritiesRepresentatives in their sole discretion shall make. The Underwriters may, by notice as provided in the immediately following sentence, exercise the option hereby granted to purchase Option Securities at any time in whole, or in part, provided that the Additional Closing Date with respect thereto will expire 45 days in no event be (x) earlier than the Closing Date; (y) later than the thirteenth day from, and including, the Closing Date; or (z) later than the tenth full business day (as hereinafter defined) after the date hereof and of such notice. Such option may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon by written notice by from the Representatives to the Fund Company setting forth the number aggregate principal amount of Option Securities plus accrued interest, if any, as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full and the date and time when the Option Securities are to be delivered and paid for. Any such notice shall be given at least two 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 date and time of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofdelivery specified therein.
Appears in 2 contracts
Sources: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Fund hereby grants an option to the Underwritersseveral Underwriters to purchase, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate Option Securities at the same purchase price per share set forth in Schedule B, as the Underwriters shall pay for the Initial Securities less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The Said option hereby granted will expire 45 days after may be exercised only to cover over-allotments in the date hereof and sale of the Initial Securities by the Underwriters. Said option may be exercised in whole or in part at any time and from time to time only for on or before the purpose of covering overallotments which may be made in connection with 45th day after the offering and distribution date of the Initial Securities Prospectus upon written or telegraphic notice by the Representatives to the Fund setting forth the number of shares of the Option Securities as to which the several Underwriters are then exercising the option and the time and date settlement date. The number of payment and delivery for Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Option Underwriter is purchasing of the Initial Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second business day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Sources: Underwriting Agreement (Nuveen Energy MLP Total Return Fund), Underwriting Agreement (Nuveen Energy MLP Total Return Fund)
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 Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] 165,000 shares of Common Shares in the aggregate 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 Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters 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 RepresentativesGlobal Coordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 UnderwritersInternational 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 Securities set forth in Schedule A opposite the name of such Underwriter International Manager 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 a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: International Purchase Agreement (Merkert American Corp), International Purchase Agreement (Vishay Intertechnology Inc)
Option Securities. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price set forth in paragraph (a) above (without giving effect to any accrued interest from the Closing Time to the applicable Option Closing Time), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up from the Company, all or any part of the Option Securities, plus any additional aggregate principal amount of Option Securities which such Underwriter may become obligated to an additional [—] Common Shares purchase pursuant to the provisions of Section 9 hereof. The option granted by this Section 1(b) may be exercised only to cover over-allotments, if any, in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on sale of the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 thirty (30) days after the date hereof hereof, and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may within such period. Such option shall be made in connection with the offering and distribution of the Initial Securities exercised upon written notice by the Representatives to the Fund Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment for and delivery for of such Option Securities. Any such time and date of delivery and payment (a an “Date of DeliveryOption Closing Time”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven three (3) full business days (or earlier, without the consent of the Company, than two (2) full business days) after the exercise of said such option, nor in any event prior to the Closing Time, Time (as hereinafter defineddefined below). If the option is exercised as to all or any portion of the Option Securities, the Company will sell that aggregate principal amount of Option Securities then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number aggregate principal amount of Option Securities then being purchased which the number aggregate principal amount of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number aggregate principal amount of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number aggregate principal amount of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (OFS Capital Corp), Underwriting Agreement (OFS Capital Corp)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate 1,800,000 Depositary Shares, at the price per share set forth in Schedule B, less paragraph (a) above; provided that the price per share for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared and payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from at any time to time only for on or before the purpose of covering overallotments which may be made in connection with 30th day after the offering and distribution of the Initial Securities date hereof upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (AGNC Investment Corp.), Underwriting Agreement (AGNC Investment Corp.)
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 Fund H&F Globe Investor LP hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and H&F Globe Investor LP setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not not, without the consent of the Company, be earlier than the second day after the date on which the option is being exercised nor 36 hours or later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time; provided that notwithstanding the previous sentence, as hereinafter definedif the Underwriters exercise the option hereby granted at any time prior to the Closing Time, the Date of Delivery for such Option Securities shall be the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Grocery Outlet Holding Corp.), Underwriting Agreement (Grocery Outlet Holding Corp.)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the number of Option Securities which bears the same proportion to the total number of Option Securities to be purchased on such Option Closing Date (as defined below) as the number of Initial Securities set forth in Exhibit A hereto opposite the aggregate name of such Underwriter bears to the total number of Initial Securities at a price per share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised two, nor later than seven seven, full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofDate.
Appears in 2 contracts
Sources: Underwriting Agreement (Northwest Natural Holding Co), Underwriting Agreement (Northwest Natural Holding Co)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase (i) up to an additional [—●] shares of Common Shares in the aggregate Stock, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Closing Securities but not payable on the Option Securities. Securities and/or (ii) Pre-Funded Warrants in lieu thereof to purchase an additional number of shares of Common Stock at the price per share set forth in Schedule A. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but any Date of Delivery after the Closing Time shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days nor earlier than two 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Closing Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Closing Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofsecurities.
Appears in 2 contracts
Sources: Underwriting Agreement (Dror Ortho-Design, Inc.), Underwriting Agreement (Dror Ortho-Design, Inc.)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up the Option Securities at a price per share equal to an additional [—] Common Shares the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 11 hereof), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (KKR Real Estate Finance Trust Inc.), Underwriting Agreement (KKR Real Estate Finance Trust Inc.)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time within the 30-day period from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time or the date that is two full business days after such notice is provided (except in the event the Representatives determine a Date of Delivery to occur at the Closing Time, as hereinafter definedin which case such notice must be provided on or before the business day immediately preceding the Closing Time). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Fortegra Group, Inc), Underwriting Agreement (Fortegra Group, LLC)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] shares of Common Shares Stock, as may be necessary to cover overallotments made in connection with the aggregate offering of the Initial Securities, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Time, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedTime (unless such time and date are postponed in accordance with Section 10 hereof). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Kayne Anderson BDC, Inc.), Underwriting Agreement (Nuveen Churchill Direct Lending Corp.)
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 Fund Selling Stockholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ • ] shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Beta Bionics, Inc.), Underwriting Agreement (Beta Bionics, Inc.)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—•] shares of Common Shares Stock, as may be necessary to cover overallotments made in connection with the aggregate offering of the Initial Securities, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Time, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedTime (unless such time and date are postponed in accordance with Section 10 hereof). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Runway Growth Finance Corp.), Underwriting Agreement (Runway Growth Finance Corp.)
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 Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate at the price per share set forth in Schedule SCHEDULE B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule SCHEDULE A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Sources: Purchase Agreement (Advent/Claymore Enhanced Growth & Income Fund), Purchase Agreement (Madison Claymore Covered Call Fund)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Fund hereby grants an option to the Underwritersseveral Underwriters to purchase, severally and not jointly, to purchase up to an additional [—●] Common Shares in the aggregate Option Securities at the same purchase price per share set forth in Schedule B, as the Underwriters shall pay for the Initial Securities less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities Securities, but not payable on the Option Securities. The Said option hereby granted will expire 45 days after may be exercised only to cover over-allotments in the date hereof and sale of the Initial Securities by the Underwriters. Said option may be exercised in whole or in part at any time and from time to time only for on or before the purpose of covering overallotments which may be made in connection with 45th day after the offering and distribution date of the Initial Securities Prospectus upon written or telegraphic notice by the Representatives to the Fund setting forth the number of shares of the Option Securities as to which the several Underwriters are then exercising the option and the time and date settlement date. The number of payment and delivery for Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Option Underwriter is purchasing of the Initial Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Sources: Underwriting Agreement (Eaton Vance Floating-Rate 2022 Target Term Trust), Underwriting Agreement (Eaton Vance High Income 2021 Target Term Trust)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthforth herein, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 975,000 shares of Common Shares Stock at a price per share equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at the close of business 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, and may be the Closing Date (as hereinafter defined), but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Arbor Realty Trust Inc)
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 Fund hereby Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares Option Securities at a price per share equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing TimeDate nor, as hereinafter definedunless the Representatives and the Company otherwise agree in writing or such Option Closing Date is on the Closing Date, earlier than two business days after the exercise of such option. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Insys Therapeutics, Inc.), Underwriting Agreement (Insys Therapeutics, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Fund Selling Shareholders indicated on Schedule C hereto hereby grants an option to the UnderwritersManagers, severally and not jointly, to purchase up to an the additional [—] number of Common Shares set forth in the aggregate Schedule C at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. B. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Lead Managers to the Fund Selling Shareholders setting forth the number of Option International Securities as to which the several Underwriters Managers are then exercising the option and the U.S. time and date of payment and delivery for such Option International Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the RepresentativesLead Managers, but shall not be earlier than the second day after the date on which the option is being exercised two nor later than seven full business days after the exercise of said optionoption in writing, 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 Option International Securities, each of the UnderwritersManagers, acting severally and not jointly, will purchase that proportion of the total number of Option International Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such Underwriter Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Lead Managers in its their discretion shall make to eliminate any sales or purchases of a fractional shares. If the option is exercised as to less than all of the Option International Securities, the Selling Shareholders will sell additional Common Shares to the Managers pro rata on the basis of the number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.Common Shares set forth in Schedule C.
Appears in 2 contracts
Sources: International Purchase Agreement (Renaissancere Holdings LTD), International Purchase Agreement (Renaissancere Holdings LTD)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] Common Shares in the aggregate Option Securities at the price per share set forth in Schedule B, Purchase Price (less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on or paid to the holders of the Initial Securities but not payable on or paid to the holders of the Option SecuritiesSecurities from the Closing Date to the relevant Date of Delivery, as those terms are defined herein). The Said option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part at any time and from time to time only for on or before the purpose 30th day after the date of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities this Agreement upon written notice by the Representatives Representative to the Fund Company setting forth the number amount of Option Securities as to which the several Underwriters are then exercising the option and the settlement time and date date. The amount of payment and delivery for Option Securities to be purchased by each Underwriter shall be the same percentage of the total amount of Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Initial Securities, plus any additional amount of Option SecuritiesSecurities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesUnderwriter, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Sources: Underwriting Agreement (1347 Property Insurance Holdings, Inc.), Underwriting Agreement (1347 Property Insurance Holdings, Inc.)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up purchase, in addition to an additional [—] Common Shares in the aggregate Initial Securities, the amount of Option Securities set forth opposite the name of the Company on 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 Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, then each of the Underwriters, acting severally and not jointly, will purchase from the Company that proportion of the total number of Option Securities then being purchased which from the Company that the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Taylor Capital Group Inc), Underwriting Agreement (Taylor Capital Group Inc)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—•] shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. In addition, in connection with the sale of any Option Securities, the Manager agrees to pay to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases ▇, for the account of a fractional number of the Underwriters, the amount per Option Security set forth on Schedule C for each Option Security purchased by such Underwriter set forth on Schedule C (the “Option Securities plus any additional number of Option Manager Offering Payment,” and collectively with the Initial Securities which such Underwriter may become obligated to purchase pursuant to Manager Offering Payment, the provisions of Section 10 hereof“Manager Offering Payments”).
Appears in 2 contracts
Sources: Purchase Agreement (Colony Financial, Inc.), Purchase Agreement (Colony Financial, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Fund hereby grants an option to the Underwritersseveral Underwriters to purchase, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate Option Securities at the same purchase price per share set forth in Schedule B, as the Underwriters shall pay for the Initial Securities less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The Said option hereby granted will expire 45 days after may be exercised only to cover over-allotments in the date hereof and sale of the Initial Securities by the Underwriters. Said option may be exercised in whole or in part at any time and from time to time only for on or before the purpose of covering overallotments which may be made in connection with 45th day after the offering and distribution date of the Initial Securities Prospectus upon written or telegraphic notice by the Representatives to the Fund setting forth the number of shares of the Option Securities as to which the several Underwriters are then exercising the option and the time and date settlement date. The number of payment and delivery for Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Option Underwriter is purchasing of the Initial Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 1 contract
Sources: Underwriting Agreement (Center Coast MLP & Infrastructure Fund)
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 Fund Selling Stockholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 150,000 shares of Common Shares Stock, as set forth in the aggregate 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 Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Underwriters to the Fund Selling Stockholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the RepresentativesUnderwriters, but shall not be earlier than the second day after the date on which the option is being exercised three full business days nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Selling Stockholder on a pro rata basis, as necessary, that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Underwriters in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] __________ shares of Common Shares in the aggregate Stock, at the price per share equal to $_________ (being an amount equal to the initial public offering price per share set forth in Schedule BB less $_________ per share), less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor two or 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Purchase Agreement (Darwin Professional Underwriters Inc)
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 Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—____] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 1 contract
Sources: Purchase Agreement (Eaton Vance Tax-Managed Buy-Write Opportunities Fund)
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 Fund Blackstone Selling Stockholders hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 3,000,000 shares of Common Shares Stock, as set forth in the aggregate Schedule B-1, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for within the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities 30-day period upon written notice by the Representatives Underwriters to the Fund Blackstone Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesUnderwriters, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Underwriters in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
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 Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] _ shares of Common Shares in the aggregate 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 Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters 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 RepresentativesGlobal Coordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 UnderwritersInternational 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 Securities set forth in Schedule A opposite the name of such Underwriter International Manager 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 a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: International Purchase Agreement (Community Health Systems Inc/)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the $15,000,000 aggregate principal amount of Option Securities at the a price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Purchase Price referred to in Section 2(a) above, plus accrued and payable on unpaid interest from the Initial Securities Closing Date to, but not payable on excluding, the applicable Option SecuritiesClosing Date. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier later than the second day after the date on which the option is being exercised nor later than earlier of seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10) and the date that is 12 days after the Closing Date, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters, and each of the Underwriters, acting severally and not jointly, will purchase purchase, that proportion of the total number principal amount of Option Securities then being purchased which the number principal amount of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter bears to the total number of Initial SecuritiesUnderwriter, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number principal amount of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total principal amount of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate denominations of less than $1,000.
Appears in 1 contract
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 240,000 shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule B, less ; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days may be exercised through and including 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total aggregate number of all of the Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
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 Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] 240,000 shares of Common Shares in the aggregate 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 Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters 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 RepresentativesGlobal Coordinator, but shall not be earlier than the second one full business day after the date on which the option is being exercised nor or 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 UnderwritersInternational 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 Securities set forth in Schedule A opposite the name of such Underwriter International Manager 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 a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: International Purchase Agreement (Usn Communications Inc)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase purchase, within the 13-day period beginning on, and including, the Closing Date, up to an additional [—] Common Shares in the aggregate at the price per share respective numbers of Option Securities set forth in Schedule B, less an amount Exhibit A hereto at a price per share Security equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesPurchase Price referred to in Section 2(a) hereof. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Company will sell to the Underwriters, acting severally and not jointly, the respective number of Option Securities set forth in Exhibit A hereto (or, if applicable, the proportion thereof as set forth below), and each Underwriter, severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which that the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
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 Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The Fund also agrees, subject to all the terms and conditions set forth herein, to sell to [▇▇▇▇], and, upon the basis of the representations, warranties and agreements of the Fund herein contained and subject to all the terms and conditions set forth herein, [▇▇▇▇] shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Option Securities, up to an aggregate of [ ] Securities (the “PAFM Securities”).
Appears in 1 contract
Sources: Purchase Agreement (PIMCO Floating Rate Strategy Fund)
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 Fund Selling Shareholders hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 630,000 shares of Common Shares Stock set forth in the aggregate 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 Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time on one or more occasions only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to Company and the Fund Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of fractional shares. If less than all of the Option Securities are to be sold, Option Securities will be sold by the Selling Shareholders on a fractional pro rata basis in accordance with the number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.set forth in Schedule B.
Appears in 1 contract
Sources: Purchase Agreement (Tropical Sportswear International Corp)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate $25,000,000 principal amount of Option Securities at the a price per share set forth in Schedule B, less an amount per share note equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesPurchase Price referred to in Section 2(a) above. The option hereby granted will expire 45 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering overallotments over allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
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 Fund Trust hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—•] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Trust and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Trust setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇M▇▇▇▇▇▇ ▇L▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 1 contract
Sources: Underwriting Agreement (Guggenheim Build America Bonds Managed Duration Trust)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate · 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 Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time on one or more occasions only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. Any such notice shall be given at least one business day prior to the Date of Delivery. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the Option Securities (in the aggregate multiples of $1000 principal amount at maturity) at the price per share set forth in Schedule BI plus accrued original issue discount, less an amount per share equal if any, from the Closing Time, as hereinafter defined, to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesDate of Delivery, as hereinafter defined. The option hereby granted will expire 45 13 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number amount of Option Securities then being purchased which the number principal amount at maturity of Initial Securities set forth in Schedule A II opposite the name of such Underwriter bears to the total number principal amount at maturity of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofsecurities.
Appears in 1 contract
Sources: Underwriting Agreement (Electronic Data Systems Corp /De/)
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 Fund Trust hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate 1,125,000 STRYPES at the price per share STRYPES set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. B. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Underwriters to the Fund Trust setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the RepresentativesUnderwriters, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days (or, in the case of any exercise of said option by notice given after the Closing Time (as hereinafter defined), earlier than two 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Underwriters in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
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 Fund Selling Stockholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ · ] shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Underwriting Agreement (Southeastern Grocers, Inc.)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 7,500,000 shares of Common Shares Stock, as set forth in the aggregate Schedule A, at the price per share set forth in Schedule BD, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised three nor later than seven full business days after the delivery of notice of 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which that the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
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 Fund Company and each Selling Stockholder, acting severally and not jointly, hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 3,841,304 shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BE, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon at least 3 days’ prior written notice by the Representatives M▇▇▇▇▇▇ L▇▇▇▇ to the Fund Company and the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities; provided, however, that for any exercise of said option prior to the Closing Time, at least 1 day’s prior written notice shall be required for any such exercise. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesM▇▇▇▇▇▇ L▇▇▇▇, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇M▇▇▇▇▇▇ ▇L▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
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 Fund Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 250,000 shares of Common Shares Stock, as set forth in the aggregate 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 Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Custodian setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—∙] shares of Common Shares Stock, as may be necessary to cover overallotments made in connection with the aggregate offering of the Initial Securities, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Time, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedTime (unless such time and date are postponed in accordance with Section 10 hereof). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Underwriting Agreement (Morgan Stanley Direct Lending Fund)
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 Fund Transaction Entities hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate Option Securities at the a price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesPurchase Price referred to in Section 2(a) above. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 11), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Transaction Entities will sell to the Underwriters the aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number aggregate principal amount of Option Securities then being purchased which the number aggregate principal amount of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter bears to the total number of Initial SecuritiesUnderwriter, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number principal amount of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof, bears to the aggregate principal amount of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to ensure that the Initial Securities are issued in minimum denominations of $25 and whole multiples of $25 in excess thereof at a price equal to 96.850% of the principal amount thereof.
Appears in 1 contract
Sources: Underwriting Agreement (Angel Oak Mortgage REIT, Inc.)
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 Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 772,500 Common Shares in the aggregate at the price per share set forth in Schedule SCHEDULE B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days and no earlier than three 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule SCHEDULE A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofSecurities.
Appears in 1 contract
Sources: Purchase Agreement (Neuberger Berman New York Intermediate Municipal Fund Inc)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate ________ shares of Trust Stock at the price per share set forth in Schedule BG, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption or sooner than three full business days unless it is the Closing Time, 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Purchase Agreement (Macquarie Infrastructure CO LLC)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule BB hereto, less an amount per share equal to any dividends or distributions distributions, if any, declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof of the Prospectus and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Coordinator to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a “"Date of Delivery”") shall be determined by the RepresentativesCoordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business busi- ness days after the exercise of said option, nor in any event prior to the Closing Time, Time (as hereinafter defineddefined below). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Coordinator in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
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 Fund Forward Seller (or, subject to the succeeding paragraph, the Company) hereby grants an option to the Underwriters, severally and not jointly, to purchase up to all or any portion of an additional [—] 690,000 shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule BD, less less, if applicable, an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time but only between the hours of 4:15 P.M. (New York time) and 4:00 A.M. (New York time) and only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Fund Company and the Forward Seller setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A attached hereto opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative in its discretion shall make to eliminate any sales or purchases of a fractional shares. Notwithstanding the foregoing, in the event that either (i) the Forward Seller is unable to borrow and deliver for sale under this Agreement such number of Option Securities plus any additional or (ii) in the sole judgment of the Forward Seller, it is either impracticable to do so or the Forward Seller would incur a stock loan cost of more than a rate equal to 35 basis points per annum to do so, then the Forward Seller shall only be required to deliver for sale hereunder the aggregate number of Option Securities which that it is able to, and that it is practicable to so borrow at or below such Underwriter may become cost. If the number of such Option Securities that the Forward Seller is obligated to purchase sell hereunder is reduced pursuant to the provisions preceding sentence (which reduction, for the avoidance of Section 10 hereofdoubt, may be to zero), the number of such Option Securities that the Forward Seller is obligated to sell to each Underwriter shall be reduced, pro rata as nearly as practicable, among the Underwriters and, in lieu of the Forward Seller, the Company shall issue and sell, and the Underwriters shall severally purchase from the Company, a number of Option Securities equal to the number of Option Securities that the Forward Seller does not deliver. If, pursuant to the foregoing, the Forward Seller does not borrow and deliver for sale all such Option Securities, the Forward Seller will use its reasonable best efforts to notify the Company and the Underwriters thereof as promptly as practicable but in no event later than the applicable Date of Delivery. Each of the Underwriters and the Company shall have the right to postpone such Date of Delivery for a period not exceeding one New York business day following such notice from the Forward Seller in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements.
Appears in 1 contract
Sources: Purchase Agreement (Vectren Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthforth herein, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,125,000 shares of Common Shares Stock at a price per share equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at the close of business 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, and may be the Closing Date (as hereinafter defined), but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
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 Fund Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 975,000 shares of Common Shares Stock, as set forth in the aggregate 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 Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears bear to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
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 Fund Sponsor Shareholders and ▇▇▇ ▇▇▇▇▇▇, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares Ordinary Shares, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company, the Sponsor Shareholders and ▇▇▇ ▇▇▇▇▇▇ setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional shares. In the event and to the extent that the Underwriters exercise the option to purchase Option Securities, the number of Option Securities plus any additional to be so purchased from each applicable Selling Shareholder on the applicable Date of Delivery shall bear the same proportion to the maximum number of Option Securities which to be sold by such Underwriter may become obligated to purchase pursuant Selling Shareholder as the maximum number of Option Securities set forth in Schedule B hereto opposite the name of such Selling Shareholder bears to the provisions total number of Section 10 hereofOption Securities that may be purchased hereunder (subject to such adjustments to eliminate fractional shares as the Representatives may determine).
Appears in 1 contract
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] shares of Common Shares in the aggregate Stock, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be over-allotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but any Date of Delivery occurring after the Closing Time shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days nor earlier than two 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
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 Fund Selling Shareholders, acting severally and not jointly, hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Underwriting Agreement (Masergy Communications Inc)
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 Fund Trust hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate 1,000,000 Preferred Securities at the price per share Preferred Security set forth in Schedule B, less an amount per share Preferred Security equal to any dividends or distributions declared by the Fund Trust and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 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 overallotments over- allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Trust and the Guarantor setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery (the "Delivery Date") for such Option Securities. Any such time and date of delivery (a “Delivery Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofPreferred Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Occidental Petroleum Corp /De/)
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 Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] __________ shares of Common Shares in the aggregate 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 Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters 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 RepresentativesGlobal Coordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 UnderwritersInternational 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 Securities set forth in Schedule A opposite the name of such Underwriter International Manager 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 a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: International Purchase Agreement (Packaged Ice Inc)
Option Securities. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price set forth in paragraph (a) above (without giving effect to any accrued interest from the Closing Time to the applicable Option Closing Time), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up from the Company, all or any part of the Option Securities, plus any additional aggregate principal amount of Option Securities which such Underwriter may become obligated to an additional [—] Common Shares purchase pursuant to the provisions of Section 9 hereof. The option granted by this Section 1(b) may be exercised only to cover over-allotments, if any, in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on sale of the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 thirty (30) days after the date hereof hereof, and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may within such period. Such option shall be made in connection with the offering and distribution of the Initial Securities exercised upon written notice by the Representatives Representative to the Fund Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment for and delivery for of such Option Securities. Any such time and date of delivery and payment (a an “Date of DeliveryOption Closing Time”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, Time (as hereinafter defineddefined below). If the option is exercised as to all or any portion of the Option Securities, the Company will sell that aggregate principal amount of Option Securities then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number aggregate principal amount of Option Securities then being purchased which the number aggregate principal amount of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number aggregate principal amount of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number aggregate principal amount of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities.
Appears in 1 contract
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 Fund Company and each of the Selling Stockholders, severally and not jointly, hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the respective numbers of Option Securities set forth in Exhibit E opposite the aggregate names of the Company and the Selling Stockholders at a price per share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions (other than the Existing Stockholder Dividend) declared by the Fund Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at the close of business 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”an "Option Closing Date") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Company and each of the Selling Stockholders, severally and not jointly, will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit E opposite the name of the Company or such Selling Stockholder, as the case may be, bears to the total number of Option Securities set forth in Exhibit E, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Underwriting Agreement (Volcom Inc)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate 900,000 Depositary Shares, at the price per share set forth in Schedule B, less paragraph (a) above; provided that the price per share for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared and payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from at any time to time only for on or before the purpose of covering overallotments which may be made in connection with 30th day after the offering and distribution of the Initial Securities date hereof upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the respective numbers of Option Securities set forth opposite the names of the Underwriters in the aggregate Exhibit A hereto, in any combination of ADSs and/or Warrants at a price of $9.6350 per ADS and a price of $0.0047 per Warrant; provided that the price per share set forth in Schedule B, less ADS and per Warrant shall be reduced by an amount per share ADS, or Warrant ADS, as applicable, equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Underwriting and Placement Agency Agreement (RedHill Biopharma Ltd.)
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 Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] 129,000 shares of Common Shares in the aggregate 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 Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters 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 RepresentativesGlobal Coordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 UnderwritersInternational 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 Securities set forth in Schedule A opposite the name of such Underwriter International Manager 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 a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: International Purchase Agreement (Kennametal Financing I)
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 Fund Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares 1,950,000 Ordinary Shares, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 calendar days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number shares. Delivery of the Option Securities plus any additional number by the Selling Shareholder shall be made by way of the following steps: (i) the cancellation of the depositary receipts representing the Option Securities which by the CS Depositary Nominee, as nominee of Computershare Trustees (Jersey) Limited, (ii) the transfer of the Option Securities from the CS Depositary Nominee to Cede & Co. (as nominee for DTC), (iii) the registration of the Option Securities in the name of Cede & Co., and (iv) the crediting of such Underwriter may become obligated Option Securities on the books of DTC to purchase pursuant to respective accounts of the provisions of Section 10 hereofUnderwriters.
Appears in 1 contract
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 450,000 shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for within the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities 30-day period upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the date that is two full business days after such notice is provided (except in the event the Representatives determine a Date of Delivery will occur at the Closing Time, as hereinafter definedin which case such notice must be provided on or before the business day immediately preceding the Closing Time). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Underwriting Agreement (Montrose Environmental Group, Inc.)
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 Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] 3,037,500 shares of Class A Common Shares in the aggregate 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 Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters International Managers are then exercising the such 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 RepresentativesGlobal Coordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, Time (as hereinafter defineddefined in Section 2(c) below). If the option is exercised as to all or any portion of the International Option Securities, each of the UnderwritersInternational 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 Securities set forth in Schedule A opposite the name of such Underwriter International Manager 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 a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: International Purchase Agreement (Infinity Broadcasting Corp /De/)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 750,000 shares of Common Shares Stock, as may be necessary to cover overallotments made in connection with the aggregate offering of the Initial Securities, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Time, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedTime (unless such time and date are postponed in accordance with Section 10 hereof). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Underwriting Agreement (Morgan Stanley Direct Lending Fund)
Option Securities. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to purchase to the Underwriters, acting severally and not jointly, in the respective number or amount of Option Securities set forth opposite the names of the Underwriters in Schedule BI hereto, less an amount per share equal plus any additional number of Option Securities which such Underwriter may become obligated to any dividends or distributions declared by purchase pursuant to the Fund and payable on the Initial Securities but not payable on the Option Securitiesprovisions of Section 8 hereof. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven ten full business days (or earlier, without the consent of the Company, than two 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase the number of Option Securities which the Company has been advised by the Representatives have been attributed to such Underwriter or, if the Company has not been so advised, that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments among the Underwriters as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Securities plus any additional number of Option Securities which after the initial public offering to such Underwriter extent as the Underwriters may become obligated to purchase pursuant to the provisions of Section 10 hereofdetermine.
Appears in 1 contract
Sources: Underwriting Agreement (American Home Mortgage Investment Corp)
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 Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ - ] Common Shares in the aggregate at the price per share set forth in Schedule SCHEDULE B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule SCHEDULE A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. PAYMENT. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of ▇▇▇▇▇▇▇▇ Chance US LLP, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Representatives and the Fund, at 10:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Fund (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Fund, on each Date of Delivery as specified in the notice from the Representatives to the Fund. Payment shall be made to the Fund by wire transfer of immediately available funds to a bank account designated by the Fund, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. ▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.
Appears in 1 contract
Sources: Purchase Agreement (Fiduciary/Claymore Dynamic Equity Fund)
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 Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] 150,000 shares of Common Shares in the aggregate 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 Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters 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 RepresentativesGlobal Coordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 UnderwritersInternational 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 Securities set forth in Schedule A opposite the name of such Underwriter International Managers bears to the total number of Initial International Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Global Coordinator in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: International Purchase Agreement (Sonic Automotive Inc)
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 Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor 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 Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The Fund also agrees, subject to all the terms and conditions set forth herein, to sell to the Investment Adviser, and, upon the basis of the representations, warranties and agreements of the Fund herein contained and subject to all the terms and conditions set forth herein, the Investment Adviser shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Option Securities, up to an aggregate of [ ] Securities (the "Investment Adviser Securities").
Appears in 1 contract
Sources: Purchase Agreement (Pimco Corporate Opportunity Fund)
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 Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] 1,560,000 shares of Common Shares in the aggregate 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 Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters 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 RepresentativesGlobal Coordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 UnderwritersInternational 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 Securities set forth in Schedule A opposite the name of such Underwriter International Manager 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 a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: International Purchase Agreement (Boston Scientific Corp)
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase purchase, within the 13-day period beginning on, and including, the Closing Date, up to an additional [—] Common Shares in the aggregate at the price per share respective numbers of Option Securities set forth in Schedule B, less an amount Exhibit A hereto at a price per share Security equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesPurchase Price referred to in Section 2(a) hereof. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which over-allotments that may be made in connection with the offering and distribution of the Initial Securities Securities. The option hereby granted may be exercised in whole or in part from time to time upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Company will sell to the Underwriters, acting severally and not jointly, the respective number of Option Securities set forth in Exhibit A hereto (or, if applicable, the proportion thereof as set forth below), and each Underwriter, severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which that the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
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 Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up the Option Securities at a price per share equal to an additional [—] Common Shares the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
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 Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] 216,000 shares of Common Shares in the aggregate 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 Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters 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 RepresentativesGlobal Coordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 UnderwritersInternational 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 Securities set forth in Schedule A opposite the name of such Underwriter International Manager 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 a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: International Purchase Agreement (Metro-Goldwyn-Mayer Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthforth herein, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares 465,000 shares of Series F Preferred Stock at a price per share equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at the close of business 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, and may be the Closing Date (as hereinafter defined), but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract