Common use of Option Securities Clause in Contracts

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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Nuveen Build America Bond Fund), Underwriting Agreement (Nuveen Build America Bond Fund), Underwriting Agreement (Nuveen New Jersey Municipal Value Fund)

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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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (National Australia Bank LTD), Underwriting Agreement (Great Western Bancorp, Inc.), Underwriting Agreement (Great Western Bancorp, 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 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 Xxxxxxx Xxxxx 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

Samples: Purchase Agreement (Clough Global Allocation Fund), Clough Global Equity Fund, Clough Global 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 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 Xxxxxxx Xxxxx 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

Samples: 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 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Immunomedics Inc), Underwriting Agreement (Immunomedics Inc), Underwriting Agreement (Immunomedics 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (OFS Capital Corp), Underwriting Agreement (Suro 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 [—] 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 Xxxxxxx Xxxxx 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

Samples: 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 Xxxxxxx Xxxxx 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

Samples: Terms Agreement (Jabil Circuit Inc), Jabil Circuit Inc, 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 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 Xxxxxxx Xxxxx 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

Samples: Pioneer Floating Rate Trust, Scudder Commodities Stock Fund, Inc., Eaton Vance Short Duration Diversified 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 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 Xxxxxxx Xxxxx 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

Samples: 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 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 Xxxxxxx Xxxxx 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

Samples: 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 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Arbor Realty Trust Inc), Arbor Realty (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 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 Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number shares. In addition, in connection with the sale of any Option Securities, the Manager agrees to pay to Xxxxxxx Xxxxx, for the account 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

Samples: 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 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 Xxxxxxx Xxxxx 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

Samples: Nuveen Municipal High Income Opportunity Fund 2, 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 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 Xxxxxxx Xxxxx 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

Samples: Purchase Agreement (Merkert American Corp), Purchase Agreement (Vishay Intertechnology 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 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 Xxxxxxx Xxxxx 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

Samples: 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 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 Xxxxxxx Xxxxx 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

Samples: 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 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Miller/Howard High Income Equity Fund), Underwriting Agreement (AllianzGI Convertible & Income 2024 Target Term 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 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 Xxxxxxx Xxxxx 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

Samples: 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, each of the Fund Selling Shareholders indicated on Schedule C hereto hereby grants an option to the U.S. Underwriters, 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 U.S. Securities upon written notice by the U.S. Representatives to the Fund Selling Shareholders setting forth the number of Option U.S. Securities as to which the several U.S. Underwriters are then exercising the option and the U.S. time and date of payment and delivery for such Option U.S. Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the U.S. Representatives, 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 U.S. Securities, each of the U.S. Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option U.S. Securities then being purchased which the number of Initial U.S. Securities set forth in Schedule A opposite the name of such U.S. Underwriter bears to the total number of Initial U.S. Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the U.S. Representatives 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 U.S. Securities, the Selling Shareholders will sell additional Common Shares to the U.S. Underwriters 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

Samples: Purchase Agreement (Renaissancere Holdings LTD), Purchase Agreement (Renaissancere Holdings LTD)

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 Xxxxxxx Xxxxx 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

Samples: 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 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 Xxxxxxx Xxxxx 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

Samples: 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 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 Xxxxxxx Xxxxx 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

Samples: 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 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 Xxxxxxx Xxxxx 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

Samples: Purchase Agreement (Madison Claymore Covered Call Fund), Purchase Agreement (Advent/Claymore Enhanced Growth & 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, 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 Xxxxxxx Xxxxx 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

Samples: 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 and the Selling Shareholders hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in 888,158 Option Securities from the aggregate at Company and an additional 2,072,368 Option Securities from the price per share Selling Shareholders, respectively, as set forth in Schedule B, at the price per ADS set forth in Schedule C, less an amount amount, if any, per share ADS 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 two Business Days (as defined below) prior to the date and time of delivery specified therein by the Representatives Representative 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 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 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 Xxxxxxx Xxxxx the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Business Day means any day that is not a fractional number Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the State 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 hereofNew York.

Appears in 2 contracts

Samples: Underwriting Agreement (SinoTech Energy LTD), Underwriting Agreement (SinoTech Energy 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 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 Xxxxxxx Xxxxx Mxxxxxx Lxxxx 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

Samples: SunAmerica Focused Alpha Large-Cap Fund, Inc., SunAmerica Focused Alpha Growth 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 [] 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Fortegra Group, LLC), Underwriting Agreement (Fortegra 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 and the Selling Stockholder hereby grants grant an option to the UnderwritersUnderwriter, severally and not jointly, to purchase up to an additional [—] 6,135,000 shares of Common Shares in Stock from the aggregate Company and 4,167,300 shares of Common Stock from the Selling Stockholder at the a price of $12.52 per share set forth in Schedule Bshare, 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 Barclays to the Fund Company and the Selling Stockholder setting forth the number of Option Securities as to which the several Underwriters Underwriter 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 RepresentativesBarclays, 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 UnderwritersUnderwriter, acting severally the Company and not jointly, the Selling Stockholder agree that the Company and the Selling Stockholder will purchase that proportion of the total sell such number of Option Securities then being purchased which (subject to such adjustments to eliminate fractional shares as the number of Initial Securities set forth Underwriter may determine) in Schedule A opposite the name of such Underwriter bears proportion to the total number of shares of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx 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 sold at the provisions of Section 10 hereofClosing Time by the Company and the Selling Stockholder.

Appears in 2 contracts

Samples: Underwriting Agreement (Tracinda Corp), MGM Resorts International

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the 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 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 Merrill Lynch to the Fund Company setting forth the number of Option Securities as to which Securixxxx xx xx xxich 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 RepresentativesMerrill Lynch, 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 afxxx xxx xxxxxise 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 Xxxxxxx Xxxxx Merrill Lynch 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 hereofpxxxxxxxs xx xractional shares.

Appears in 2 contracts

Samples: Purchase Agreement (Caribou Coffee Company, Inc.), Purchase Agreement (Caribou Coffee Company, 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Bloomin' Brands, Inc.), Underwriting Agreement (Bloomin' Brands, Inc.)

Option Securities. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the Underwriters an option to purchase all or any portion of the UnderwritersOption Shares and/or Option Warrants at the same purchase prices as the Firm Shares and Firm Warrants, severally and not jointlyrespectively, to purchase up to an additional [—] Common Shares for use solely in covering any over-allotments made by the Underwriters in the aggregate at sale and distribution of 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 SecuritiesFirm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made this Agreement upon notice (confirmed in connection with the offering and distribution of the Initial Securities upon written notice writing) by the Representatives Representative to the Fund Company setting forth the aggregate number of Option Securities Shares and/or Option Warrants as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares and/or Option Warrants are to be registered and the time date and date of payment and delivery for such time, as determined by the Representative, when the Option Securities. Any Shares and/or Option Warrants are to be delivered, such time and date of delivery (a being herein referred to as the Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option is being exercised nor later than seven full business days after shall have been exercised. No Option Securities shall be sold and delivered unless the exercise of said optionFirm Securities previously have been, nor in any event prior or simultaneously are, sold and delivered. The Option Securities will be delivered by the Company to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion Underwriters against payment of the Option purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Northland Securities, each of Inc., 40 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000 or such other location as may be mutually acceptable at 9:00 a.m., Eastern time, on 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 Xxxxxxx Xxxxx 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 hereofSecond Closing Date.

Appears in 2 contracts

Samples: Underwriting Agreement (AMERI Holdings, Inc.), Underwriting Agreement (AMERI 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 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 Xxxxxxx Xxxxx 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

Samples: 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 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 Xxxxxxx Xxxxx 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

Samples: 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 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 Xxxxxxx Xxxxx 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

Samples: 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 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 Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx 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

Samples: 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 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Nuveen New York Municipal Value Fund 2), Underwriting Agreement (Nuveen California Municipal Value Fund 2)

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 Xxxxxxx Xxxxx 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

Samples: 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 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 Xxxxxxx Xxxxx 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

Samples: 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 [—[ ] shares of Common Shares Stock, as 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 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 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 TimeTime nor, as hereinafter definedunless the Representative and the Company otherwise agree in writing, prior to the second business day after the date on which such option is exercised. 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Plymouth Industrial 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 Selling Shareholders hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common 1,200,000 Ordinary Shares in the aggregate amounts as set forth in Schedule A 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 Lead Representatives to the Fund Company and each 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 for the Option Securities (a "Date of Delivery") shall be determined by the Lead 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 B opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx the Lead 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

Samples: Purchase Agreement (Endurance Specialty 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 and the Selling Stockholders hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 810,000 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 which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Xxxxxxx Xxxxx 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 RepresentativesXxxxxxx Xxxxx, 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 Option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will shall 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 Xxxxxxx Xxxxx 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

Samples: Purchase Agreement (Nextest Systems 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 1,500,000 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 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 unless such Option Closing Date is to occur on the Closing Date, such Option Closing Date 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 three 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, 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Ruby Tuesday 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 __________ Option Securities at the price of US$25 per share set forth in Schedule BTrUEPrS plus accrued dividend distributions, less an amount per share equal to any dividends or distributions declared by if any, from the Fund and payable on the Initial Securities but not payable on the Option SecuritiesClosing Time. 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 Xxxxxxx Xxxxx to the Fund Trust 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 for the Option Securities (a "Date of Delivery") shall be determined by the RepresentativesXxxxxxx Xxxxx, 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 less than 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 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 Xxxxxxx Xxxxx 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

Samples: Def Exchangeable Preferred 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 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 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 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 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 (and in the case of any exercise of said option by notice given after the Closing Time (as hereunder 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 Xxxxxxx Xxxxx 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

Samples: Purchase Agreement (Imagictv 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 Option Securities Selling Shareholders, 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 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 Option Securities 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 Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of fractional shares. If the option is exercised for a fractional portion, but not all, of the Option Securities, each Option Securities Selling Shareholder will sell that proportion of the total number of Option Securities plus any additional then being purchased which the number of Securities set forth in Schedule B in the column titled "Maximum Number of Option Securities" opposite the name of such Option Securities Selling Shareholder bears to the total number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofSecurities.

Appears in 1 contract

Samples: Purchase Agreement (Odyssey Healthcare 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 grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] l 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 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 or, unless otherwise agreed upon by the Representatives and the Company, 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Puma Biotechnology, 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (RiverNorth/DoubleLine Strategic Opportunity 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 forthforth herein, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,425,000 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 Xxxxxxx Xxxxx 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

Samples: Arbor Realty (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 Underwriters, severally and not jointly, to purchase up to an additional [—] 165,370 shares of Common Shares Stock, as 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 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 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 TimeTime nor, as hereinafter definedunless the Representative and the Company otherwise agree in writing, prior to the second business day after the date on which such option is exercised. 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Plymouth Industrial 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 [—] Common Preferred 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 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 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 Xxxxxx Xxxxxxx Xxxxx & Co. Incorporated 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

Samples: Underwriting Agreement (Nuveen Insured Dividend Advantage Municipal 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 and WCB, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,950,000 Common Shares Shares, 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 Company and WCB 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 Xxxxxxx Xxxxx the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional shares and the Company and WCB will sell to the several Underwriters their pro rata portion of the number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to then being purchased by the provisions of Section 10 hereofseveral Underwriters.

Appears in 1 contract

Samples: Purchase Agreement (Entegris 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 set forth in Exhibit C, 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 C opposite the aggregate names of such Selling Shareholders 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 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 each of the Selling Shareholders set forth in Exhibit C 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 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 Selling Shareholders set forth in Exhibit C, 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 C opposite the name of such Selling Shareholder bears to the total number of Option Securities set forth in Exhibit C, 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Zumiez Inc)

Option Securities. In addition, on the basis of the representations representations, warranties and warranties covenants herein contained 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 975,000 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 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 Underwriters 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 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 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 hereto opposite the name of such Underwriter bears to the total number of Initial SecuritiesUnderwriter, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option 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 adjustments as the Underwriters shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (CubeSmart)

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 purchase price per share set forth in Schedule Bto be paid by the Underwriters for the Initial Securities, less an amount per share equal to the per share amount of 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 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 “Option Closing 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 Initial 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 Exhibit A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Summit Hotel Properties, 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 [—] 5,250,000 shares of Common Shares in Stock from the aggregate Company 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 which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives X.X. Xxxxxx Securities 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”) Additional Closing Time, as hereinafter defined, shall be determined by the RepresentativesX.X. Xxxxxx Securities, but shall not be earlier less than the second day after the date on which the option is being exercised nor later than seven full 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 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 which bears the same ratio to the aggregate number of Option Securities being purchased which as the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter in Schedule A hereto bears to the total aggregate number of Initial SecuritiesSecurities being purchased from the Company by the several Underwriters, subject in each case subject, however, to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option as X.X. Xxxxxx Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofin its sole discretion shall make.

Appears in 1 contract

Samples: Underwriting Agreement (Whiting Petroleum 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 UnderwritersInitial Purchasers, severally and not jointly, to purchase up to an additional [—] Common Shares in the U.S.$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 (as defined below). 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 setting forth the number principal amount of Option Securities as to which the several Underwriters Initial Purchasers 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 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 Initial Purchasers and each of the UnderwritersInitial Purchasers, acting severally and not jointly, will 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 SecuritiesPurchaser, subject in each case to such adjustments as Xxxxxxx Xxxxx 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 Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total principal amount of Initial Securities.

Appears in 1 contract

Samples: Purchase Agreement (Petroleum Development 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 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 in the aggregate Stock, as set forth on 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (JELD-WEN Holding, 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 [—] 663,750 Common Shares in the aggregate 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 exercised, in whole or in part 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 Xxxxxxx Xxxxx on behalf of 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 the “Date of Delivery”) shall be determined by Xxxxxxx Xxxxx on behalf of 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 earlier than two business days), 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 Xxxxxxx Xxxxx 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

Samples: Purchase Agreement (Arch Capital Group 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 [—] -- 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 Merrill Lynch to the Fund Company setting forth the number of Option Securities as to which Securixxxx xx xx xxich 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 RepresentativesMerrill Lynch, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven [five] full business days after the exercise axxxx xxe xxxxcise 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 Xxxxxxx Xxxxx Merrill Lynch 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 hereofpxxxxxxxs xx xractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (NxStage Medical, 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 Shares, 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 that may be made in connection with the public offering and distribution of the Initial Securities upon written notice by the Representatives Merrill Lynch to the Fund Company setting forth the number of Option Securities as to which Securixxxx xx xx xxich 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 RepresentativesMerrill Lynch, 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 afxxx xxx xxxxxise 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 Xxxxxxx Xxxxx Merrill Lynch 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 hereofpxxxxxxxs xx xractional shares.

Appears in 1 contract

Samples: Purchase Agreement (National Interstate CORP)

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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 name of the Company on Exhibit H hereto 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 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 two full business days after the date on which the exercise of such option (unless such option is being exercised nor concurrently with the Closing Date) or 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 that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit G opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit G, 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 as the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, provided that the total number of Securities shall not be reduced by such adjustment.

Appears in 1 contract

Samples: Underwriting Agreement (Carvana 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 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 [—] 900,000 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 Representative 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 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 Xxxxxxx Xxxxx BofA in its sole discretion shall make to eliminate any sales or purchases of a fractional shares, and the Selling Shareholders shall sell, acting severally and not jointly, such Option Securities in the proportion of the number of Option Securities plus any additional number set forth in Schedule B opposite the name of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofSelling Shareholder.

Appears in 1 contract

Samples: Underwriting Agreement (Cal-Maine Foods 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 750,000 shares of Series E 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 Xxxxxxx Xxxxx 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

Samples: 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 Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares 279,000 shares of Preferred 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 (but not more than two (2) times without the written consent of the Company) 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 DeliveryAdditional 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 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 Xxxxxxx Xxxxx 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

Samples: Purchase Agreement (Mylan 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 subscribe for up to an additional [—] Common Shares 495,000 Ordinary Shares, 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 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 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 nor earlier than two full business days after the exercise of said option, nor in any event prior to the Closing Time; provided, however, that if the option is exercised prior to the delivery of the Initial Securities at the Closing Time, then the Date of Delivery may be no earlier than one full business day after the exercise of said option; provided further, that the Date of Delivery in such event is the same as hereinafter definedthe delivery of the Initial Securities at 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 subscribe from the Company, that proportion of the total number of Option Securities then being purchased subscribed for 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 Xxxxxxx Xxxxx the Representatives in its their sole discretion shall make to eliminate any sales issues or purchases of a subscriptions for 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

Samples: Underwriting Agreement (Prothena Corp 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 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 in the aggregate Stock, as set forth on 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 only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities 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 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Emerald Expositions Events, 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 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 Xxxxxxx Xxxxx 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 WAM, 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, WAM 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 6,981 Securities (the "WAM Securities").

Appears in 1 contract

Samples: Western Asset Claymore Us Treasury Inflation Pro Sec Fund 2

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 Xxxxxxx Xxxxx 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

Samples: 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 Shareholders, acting severally and not jointly, hereby grants grant(s) 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 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 Mxxxxxx Lxxxx 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 RepresentativesMxxxxxx Lxxxx, 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 Xxxxxxx Xxxxx Mxxxxxx Lxxxx 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

Samples: Tomotherapy Incorporated (TomoTherapy 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 1,050,000 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 Xxxxxxx Xxxxx 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

Samples: 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 grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [·] Common Shares Shares, 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 Xxxxxx Xxxxxxx 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 Xxxxxx Xxxxxxx, but, if later than the RepresentativesClosing Date, but shall not be earlier than the second day after the date on which the option is being exercised three nor later than seven five 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 Xxxxxx Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Select Income REIT)

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 The Arcus Parties will take all action necessary (a) if requested by Acquiror 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 than thirty (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 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 Date, to require the exercise, on the Designated Exercise Date (or, if a period is provided as the Designated Exercise Date, then on or prior to the last date of such period), of the Minimum Exercise Number of Option Securities comprising non-qualified stock options of an Arcus Party, including, if applicable, by accelerating the vesting prior to the Effective Time of such Option Securities that would otherwise not be vested as of the Effective Time, (b) if requested by Acquiror not less than thirty (30) days prior to the Closing Date, to provide that any such Option Security which is not so exercised on (or prior to, as hereinafter defined. If applicable) a Designated Exercise Date shall terminate and be forfeited as of the option close of business on such Designated Exercise Date, (c) to accelerate, if the Arcus Parties so choose, in their sole discretion, the vesting of any Option Security held by an employee whose employment by an Arcus Party is exercised terminated prior to the Effective Time, (d) to amend, prior to the Effective Time, the UAC Option Plan and the ATSI Option Plan as may be reasonably requested by Acquiror not less than ten (10) days prior to the Closing Date, and to cooperate with Acquiror to amend the UAC Option Plan and the ATSI Option Plan and any Option Security granted thereunder as the Parties may reasonably agree so as to minimize taxes payable in connection therewith, (e) to provide timely written notice to all Persons holding Option Securities to the effect that all Option Securities outstanding as of the Effective Time (after giving effect to the required exercise described in clause (a)) will be assumed by Acquiror and thereafter, in accordance with Section 2.4, will represent options (or warrants as applicable) to acquire Acquiror Stock, and (f) to obtain any portion consent or waiver from the holder of an Option Security which may be necessary to give effect to the actions contemplated by this Section 5.10 and Section 2.4. Without the prior written consent of Acquiror, except as set forth above and in Sections 3.13(b) and 3.13(c) of the Disclosure Schedule, the Arcus Parties will not accelerate, or cause an acceleration of, the exercise, exchange or vesting schedule of any Option Security. As of the Effective Time, Acquiror shall assume all of the Company's obligations with respect to the Option Securities (as amended in accordance with Section 2.4 and this Section 5.10) and shall, from and after the Effective Time, have reserved for issuance upon the exercise of the Option SecuritiesSecurities the shares of Acquiror Stock covered thereby, each and, as of the UnderwritersEffective Time, acting severally and not jointlyshall have filed a Registration Statement on Form S-8 (or, will purchase that proportion if appropriate, an amendment to its Registration Statement on Form S-8) to register the shares of the total number of Acquiror Stock subject to such 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 Xxxxxxx Xxxxx 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 hereofso amended).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Iron Mountain Inc /De)

Option Securities. In addition, on the basis of the representations and warranties herein contained 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 BII, 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 part, from time to time 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 Company on any business day during such 30-day period 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 (each, a “Date of Delivery”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, Time (as hereinafter defineddefined herein). 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 Xxxxxxx Xxxxx the Underwriters in its their discretion shall make to eliminate any sales or purchases of a fractional number shares. For purposes of Option Securities plus this Agreement, "business day" means any additional number of Option Securities day on which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofNew York Stock Exchange, Inc. (the NYSE) is open for bidding.

Appears in 1 contract

Samples: Ameren 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 Series Preferred 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 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 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 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 each such Underwriter has severally agreed to purchase as 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 Xxxxxxx Xxxxx 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

Samples: Lasalle Hotel Properties

Option Securities. In addition, 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, 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, made in connection with the aggregate offering of the Initial Securities, at the price per share set forth in Schedule Bsubsection (a) of this Section 2, 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 thirty (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 (7) 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Blackstone Secured 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 each Selling Shareholder, severally and not jointly, hereby grants an option to the Underwriters, severally and not jointly, Underwriters to purchase from such Selling Shareholder up to an additional [—] number of shares of Common Shares Stock, as set forth in Schedule B opposite such Selling Shareholders as named under the aggregate caption "Maximum Number of Optional Securities To Be Sold", 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. If the Underwriters purchase only a portion of the Option Securities, each Selling Shareholder will sell the same proportion of the total Option Securities to be purchased as the number of Option Securities set forth opposite such Selling Shareholder's name under the caption "Maximum Number of Optional Securities To Be Sold" set forth in Schedule B bears to the total Maximum Number of Optional Securities to be Sold on Schedule 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 which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Xxxxxxx Xxxxx 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, Xxxxxxx Xxxxx and Xxxxxx Xxxxxxx 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 Xxxxxxx Xxxxx 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

Samples: Purchase Agreement (Adams Respiratory Therapeutics, 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 Xxxxxxx Xxxxx 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

Samples: 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 forthforth herein, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,200,000 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 Xxxxxxx Xxxxx 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

Samples: 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 Underwriters, severally and not jointly, to purchase up to an additional [—] 675,000 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 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 two full business days, unless the second day after Date of Delivery is at the date on which the option is being exercised nor Closing Time, 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, unless in each case the Representatives and the Company otherwise agree in writing. 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 adjustments, which shall not reduce the total number of Option Securities being purchased, as Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Ventrus Biosciences 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 in the aggregate at the price per share Ordinary Shares, as set forth in Schedule B, at the price per Ordinary Share set forth in Schedule A, less an amount per share Ordinary 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 Xxxxxxx Xxxxx 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 to the total number of Initial Securities, subject subject, in each case case, to such adjustments as Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (InterXion Holding N.V.)

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 Xxxxxxx Xxxxx 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

Samples: Purchase Agreement (Caprock Communications 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 [—] __________ 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 Xxxxxxx Xxxxx 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

Samples: 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 [—] 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 Xxxxxxx Xxxxx 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

Samples: 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 Selling Shareholders that will be selling Option Securities, as indicated by a corresponding amount opposite such Selling Shareholders' names in the column titled "Maximum Number of Option Securities" in Schedule B, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,305,000 shares of Common Shares Stock, as set forth in Schedule A or Schedule B, as the aggregate case may be, 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 Xxxxxxx Xxxxx to the Fund Company and the applicable 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 for the Option Securities (a "Date of Delivery") shall be determined by the RepresentativesXxxxxxx Xxxxx, 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 nor, if after the Closing Time, later than seven nor less 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 U.S. Underwriter bears to the total number of Initial Securities and, as to each Selling Shareholder, that proportion which the total number of Securities in Schedule B in the column titled "Maximum Number of Option Securities" opposite the name of such Selling Shareholder bears to the total number of Option Securities to be sold by Selling Shareholders, subject in each case to such adjustments as Xxxxxxx Xxxxx 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

Samples: Purchase Agreement (Select Medical 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 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 options are exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company (a) that proportion of the total number of Option Securities then being purchased from the Company 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 Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus and (b) any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Republic Banking Corp of Florida)

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 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 Xxxxxxx Xxxxx 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 unless otherwise agreed to by the Representatives and the Company, shall not be earlier than the second day after the date on which the option is being exercised two 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 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 Xxxxxxx Xxxxx 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

Samples: Purchase Agreement (Cohen & Steers 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 Xxxxxxx Xxxxx 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

Samples: 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 Company and the 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 [—] 480,000 shares of Common Shares Stock, which amount shall be divided among the Company and the Selling Shareholders 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 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 Xxxxxxx Xxxxx BofA 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

Samples: Underwriting Agreement (Ameresco, 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 ADSs, at the price per share ADS 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, 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 Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of a fractional number ADSs. The Company agrees to take such steps to cause the delivery of the Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions Underwriters upon the deposit of Section 10 hereofShares with the Depositary, as contemplated by the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Ascendis Pharma a/S)

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 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 Xxxxxxx Xxxxx Merrill Lynch in its discretion xxxxxxtxxx 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

Samples: Purchase Agreement (Lazard World Dividend & Income 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 UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] * * 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 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 RepresentativesLead Managers, 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 Xxxxxxx Xxxxx the Lead Managers 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

Samples: Blackrock Inc /Ny

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 [—] 1,300,000 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 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 in each case to such adjustments as Xxxxxxx Xxxxx 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

Samples: Purchase Agreement (Superior Offshore International 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 1,350,000 shares of Trust Stock 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 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 Xxxxxxx Xxxxx 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

Samples: Purchase Agreement (Macquarie Infrastructure CO LLC)

Option Securities. In addition, on the basis of the representations representations, warranties and warranties agreements herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the UnderwritersInitial Purchasers, severally and not jointly, to purchase up to an additional [—] Common Shares in the $49,486,000 aggregate principal amount at maturity of Option Securities at the same price per share Security set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on B for 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 as may be modified by subsequent purchases and sales by the Initial Purchasers upon written notice by the Representatives Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters Initial Purchasers 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, unless otherwise agreed upon by the Initial Purchasers and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the UnderwritersInitial Purchasers, acting severally and not jointly, will purchase that proportion of the total number principal amount at maturity of Option Securities then being purchased which the number principal amount at maturity of Initial Securities set forth in Schedule A opposite the name of such Underwriter Initial Purchaser in Schedule A bears to the total number principal amount at maturity of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx 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

Samples: Purchase Agreement (RPM International Inc/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 each Selling Shareholder, acting severally and not jointly, hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 6,000,000 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 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 to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx 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

Samples: Purchase Agreement (Koninklijke Philips Electronics Nv)

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 (a) 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 in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus and (b) any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Prosperity Bancshares 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 in 1,005,000 Option Securities at the aggregate at Purchase Price; 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 A I 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Zogenix, 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 BB hereto, 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 Merrill Lynch to the Fund Company setting forth the number of Option Securities as to which Securixxxx xx xx xxich 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 RepresentativesMerrill Lynch, 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 afxxx xxx xxxxxise 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 Xxxxxxx Xxxxx Merrill Lynch 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 hereofpxxxxxxxs xx xractional shares.

Appears in 1 contract

Samples: Lodgian 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 270,000 shares of Series A Preferred Stock, as 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 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 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 TimeTime nor, as hereinafter definedunless the Representative and the Company otherwise agree in writing, prior to the second business day after the date on which such option is exercised. 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 Xxxxxxx Xxxxx 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

Samples: Underwriting Agreement (Plymouth Industrial REIT Inc.)

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