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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule G, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 2 contracts

Sources: Underwriting Agreement (Access National Corp), Underwriting Agreement (Access National 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant 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 320,250 shares of Common Stock, as set forth the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 11 hereof), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 2 contracts

Sources: Underwriting Agreement (KKR Real Estate Finance Trust Inc.), Underwriting Agreement (KKR Real Estate Finance Trust Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth in Schedule B, Exhibit A hereto at a price per share equal to the Purchase Price referred to in Section 2(a) hereof; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Company will sell to the Underwriters, acting severally and not jointly, the respective number of Option Securities set forth in Exhibit A hereto (or, if applicable, the proportion thereof as set forth below), and each Underwriter, severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which that the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 2 contracts

Sources: Underwriting Agreement (Spire Inc), Underwriting Agreement (Laclede Group Inc)

Option Securities. In additionIf the Issuer shall issue, on sell, distribute or otherwise grant in any manner any rights to subscribe for or to purchase, or any warrants or options for the basis purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of the representations such Option Securities are immediately exercisable, and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth in Schedule B, at the price per share set forth for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in Schedule Grespect of such Option Securities (determined by dividing (i) the aggregate amount, less an amount per share equal to any dividends if any, received or distributions declared receivable by the Company and payable on Issuer as consideration for the Initial Securities but not payable on the granting of such Option Securities. The option hereby granted will expire 30 days after , plus the date hereof and may be exercised in whole or in part from time to time only for the purpose minimum aggregate amount of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives additional consideration payable to the Company and Issuer upon the Selling Shareholders setting forth exercise of all such Option Securities, plus, in the number case of Option Securities as to which acquire Convertible Securities, the several Underwriters are then exercising minimum aggregate amount of additional consideration, if any, payable upon the option issuance or sale of such Convertible Securities and upon the time and date conversion or exchange thereof, by (ii) the total maximum number of payment and delivery for shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by less than the RepresentativesFair Market Value per Share of Common Stock immediately prior to such issuance, but shall not be later than seven full business days after sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon 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 such Option Securities or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion upon conversion or exchange of the total number maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities then being purchased which shall be deemed to have been issued as of the number date of Initial Securities set forth in Schedule A opposite the name granting of such Underwriter bears Option Securities and thereafter shall be deemed to be outstanding and the total number of Initial SecuritiesIssuer shall be deemed to have received as consideration therefor such price per share, subject determined as provided above. Except as otherwise provided in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional sharessubsection (e) below, and each no additional adjustment of the Company and Exercise Price shall be made upon the Selling Shareholders, acting severally and not jointly, will sell that proportion actual exercise of the total number of such Option Securities then being sold which the number or upon conversion or exchange of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Convertible Securities.

Appears in 2 contracts

Sources: Note and Warrant Purchase Agreement (Murdock Communications Corp), Stock Purchase Warrant (Murdock 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant 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 320,250 shares of Common Stock, as set forth the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 2 contracts

Sources: Underwriting Agreement (Angel Oak Mortgage, Inc.), Underwriting Agreement (Angel Oak Mortgage, 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 Company and the Selling ShareholdersStockholders, acting severally and not jointly, jointly hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares that proportion of Common Stock, as the number of Option Securities set forth in Schedule B, B opposite the name of such Selling Stockholder at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from each of the Selling Stockholders on a pro rata basis that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 2 contracts

Sources: Purchase Agreement (Plum Creek Timber Co Inc), Purchase Agreement (Plum Creek Timber Co 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 Company and each of the Selling Shareholders, acting severally and not jointly, Shareholders indicated on Schedule C hereto hereby grant grants an option to the U.S. Underwriters, severally and not jointly, to purchase up to an the additional 320,250 shares number of Common Stock, as Shares set forth in Schedule B, C at the price per share set forth in Schedule G, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. B. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial U.S. Securities upon notice by the U.S. Representatives to the Company and the 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 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 the U.S. Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each . If the option is exercised as to less than all of the Company and Option U.S. Securities, the Selling Shareholders, acting severally and not jointly, Shareholders will sell that proportion additional Common Shares to the U.S. Underwriters pro rata on the basis of the total number of Option Securities then being sold which the number of Initial Securities Common Shares set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.C.

Appears in 2 contracts

Sources: u.s. Purchase Agreement (Renaissancere Holdings LTD), u.s. 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 Company and the Selling Shareholders, acting severally and not jointly, Stockholder hereby grant an option to the UnderwritersUnderwriter, severally and not jointly, to purchase up to an additional 320,250 6,135,000 shares of Common Stock, as set forth in Schedule B, Stock from the 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 Gshare, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Barclays to the Company and the Selling Shareholders 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 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 Securities sold at the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of Closing Time by the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesStockholder.

Appears in 2 contracts

Sources: Underwriting Agreement (MGM Resorts International), Underwriting Agreement (Tracinda 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 Company and forth several of the Selling Shareholders, identified in Schedule B under the caption "Option Securities" acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 370,264 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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 purchase, that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their its discretion shall make to eliminate any sales sale or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Purchase Agreement (Sykes Enterprises 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 Company and the Selling Shareholders, acting severally and not jointly, Partnership hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 900,000 Units at a price per Unit equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less Unit for any Option Securities shall be reduced by an amount per share Unit equal to any dividends or distributions declared by the Company Partnership and payable or paid on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders 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 RepresentativesRepresentative, but shall not be 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 Partnership will sell to the Underwriters that number of Option Securities as to which the Underwriters are exercising the Option, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesUnits.

Appears in 1 contract

Sources: Underwriting Agreement (Legacy Reserves L P)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, Stockholders hereby grant an option to the Underwriters, severally and not jointly, to purchase up to 750,000 Option Securities from the Selling Stockholders, with each Selling Stockholder granting an additional 320,250 shares option to purchase up to that number of Common Stock, as Option Securities set forth in opposite such Selling Stockholder’s name on Schedule BB hereto, at the price per share set forth in Schedule GA hereto, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 not, without the consent of the Company, be earlier than two full business days 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 hereto opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Xponential Fitness, 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 Company and the each Selling ShareholdersShareholder, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, Underwriters to purchase from such Selling Shareholder up to an additional 320,250 number of shares of Common Stock, as set forth in Schedule BB opposite such Selling Shareholders as named under the caption "Maximum Number of Optional Securities To Be Sold", at the price per share set forth in Schedule GD, less an amount per share equal to any dividends or distributions declared by the 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 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the 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, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Purchase Agreement (Adams Respiratory Therapeutics, Inc.)

Option Securities. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, shall have the Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriterspurchase, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth in Schedule B, from the Company the Option Securities at the price per share set forth in Schedule GPurchase Price plus accrued interest, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part if any, from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives March 17, 2014 to the 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defineddelivery. If any Option Securities are to be purchased, 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 principal amount of Option Securities then to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased which as the number principal amount of Initial Underwritten Securities set forth in Schedule A opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Section 12 hereof) bears to the total number aggregate principal amount of Initial SecuritiesUnderwritten Securities being purchased from the Company by the several Underwriters, subject in each case subject, however, to such adjustments to eliminate Securities in denominations other than $1,000.00 as the Representatives in their sole discretion shall make make. The Underwriters may exercise the option to eliminate purchase Option Securities at any sales time in whole, or purchases of fractional sharesin part, on or before the thirteenth day from, and each of including, the Company and Closing Date (as hereinafter defined), by written notice from the Selling Shareholders, acting severally and not jointly, will sell that proportion of Representatives to the total number Company. Such notice shall set forth the aggregate principal amount of Option Securities then being sold plus accrued interest, if any, as to which the number of Initial option is being exercised and the date and time when the Option Securities set forth in Schedule B opposite are to be delivered and paid for, which may be the name of same date and time as the Company Closing Date but shall not be earlier than the Closing Date or later than the thirteenth day from, and including, the Closing Date. Any such Selling Shareholder bears notice shall be given at least two business days prior to the total number date and time of Initial Securitiesdelivery specified therein.

Appears in 1 contract

Sources: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 937,500 Option Securities at a price per Trust Unit equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less Trust Unit for any Option Securities shall be reduced by an amount per share Trust Unit equal to any dividends or distributions declared declared, paid or payable by the Company and payable Trust on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company Trust and the Selling Shareholders 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 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 all of the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securitiesunits.

Appears in 1 contract

Sources: Underwriting Agreement (PermRock Royalty 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 2,000,000 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised exercised, in whole or in part part, and from time to time time, only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities Securities, upon written notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Home Loan Servicing Solutions, 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 675,000 shares of Common Stock, as set forth Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (PDC Energy, 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an 2,100,000 additional 320,250 shares of Common Stock, as set forth in Schedule B, Stock at the price per share set forth in Schedule Gsubsection (a) of this Section; provided, less however, that the purchase price per share for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-over allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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, plus 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 discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Purchase Agreement (Pepco 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up any or all of the Option Securities at a price per share equal to an additional 320,250 shares of Common Stock, as set forth the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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”an "Option Closing Date") shall be determined by the Representatives, but shall not be 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, the Company will sell to the Underwriters that number of Option Securities then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Light Sciences Oncology 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the number of Common Stock, as Option Securities set forth opposite the name of the Company in Schedule B, Exhibit B hereto 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 G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 portion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit B opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit B, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Sinclair Broadcast 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up from the Company all or any portion of the Option Securities at a price per share equal to an additional 320,250 shares of Common Stock, as set forth the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters such 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 that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (BOSTON OMAHA 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up any or all of the Option Securities at a price per share equal to an additional 320,250 shares of Common Stock, as set forth the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (NUCRYST Pharmaceuticals 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock1,800,000 Ordinary Shares, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the 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 unless such Date of Delivery is the same as the Closing Time as herein defined or otherwise agreed by the Representative, the Company and the Selling Shareholders in writing, the Date of Delivery shall not be later than seven full business days days, or earlier than two full business days, after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter herein defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ in their its discretion shall make to eliminate any sales or purchases of fractional shares. If the option is exercised as to some but not all of the Option Securities (the “Exercised Portion”), and each of the Exercised Portion will be sold by the Company and the Selling Shareholders, acting severally and not jointly, will sell that Shareholders in proportion of to the total number maximum numbers of Option Securities then being to be sold which the number of Initial Securities by them as set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securitieshereto.

Appears in 1 contract

Sources: Underwriting Agreement (Funtalk China 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 Company and the Selling Shareholders, acting severally and not jointly, Shareholders hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock2,700,000 Option Securities, as set forth in Schedule B, at the price per share ADS set forth in Schedule GC, less an amount amount, if any, per share ADS equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that 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 to the 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 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 the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. Business Day means any day that is not a Saturday, and each a Sunday or other day on which banks are required or authorized by law to be closed in the State of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesNew York.

Appears in 1 contract

Sources: Underwriting Agreement (Nobao Renewable Energy 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth [•] Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing TimeDate nor, as hereinafter definedunless the Representatives and the Company otherwise agree in writing or such Option Closing Date is on the Closing Date, earlier than two business days after the exercise of such option. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Tracon Pharmaceuticals, 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant 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 320,250 shares of Common Stock, as set forth the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the total number of Option Securities then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Unitil 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth opposite the names of the Company in Schedule B, Exhibit H hereto at a price per share equal to the price per Initial Security referred to in Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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”an "Option Closing Date") shall be determined by the Representatives, but shall not be 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 H opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit H, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. In connection with the sale of any Option Securities, the Manager, on its own behalf and each for its own business reasons, agrees to pay to ▇▇▇▇▇ Fargo, for the account of the Company and Underwriters, the Selling Shareholders, acting severally and not jointly, will sell that proportion of Underwriting Discount for each Option Security purchased by the total number of Option Securities then being sold which the number of Initial Securities Underwriters set forth in Schedule B opposite Exhibit H (the name of "Option Securities Manager Offering Payment," and collectively with the Company or such Selling Shareholder bears to Initial Securities Manager Offering Payment, the total number of Initial Securities"Manager Offering Payments").

Appears in 1 contract

Sources: 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant 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 320,250 shares of Common Stock, as set forth the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 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 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than two full business days after the exercise of such option (unless such option is exercised 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 hereof), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of 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 that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Applied Genetic Technologies 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up any or all of the Option Securities at a price per share equal to an additional 320,250 shares of Common Stock, as set forth the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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, the Company will sell to the Underwriters that number of Option Securities then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Light Sciences Oncology 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 Company and the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [—] shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 later than seven full business days after nor earlier than two business days before the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ in their its sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Active Network 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 Company and the Selling Shareholders, acting severally and not jointly, Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 the number of shares of Common Stock, as if any, set forth opposite the Selling Shareholder’s name under the heading “Maximum Number of Option Securities to be Sold” in Schedule BB hereto, an additional 600,000 shares of Common Stock at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Selling Shareholder 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 SecuritiesSecurities to be sold by the Selling Shareholder as set forth on Schedule B hereto, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Purchase Agreement (Lincoln Educational Services 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock375,750 Ordinary Shares, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Citigroup to the 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, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Citigroup but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from each Selling Shareholder that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Citigroup in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Purchase Agreement (Given Imaging 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 450,000 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the . Each Selling Shareholders, acting severally and not jointly, will Shareholder shall sell that proportion of the total number of Option Securities then being sold which in the proportion that the number of Initial Securities set forth in Schedule B opposite the name shares of the Company or Common Stock held by such Selling Shareholder which are subject to the option bears to the total number of Initial Securitiesshares subject to options granted by the Selling Shareholders.

Appears in 1 contract

Sources: Purchase Agreement (Lets Talk Cellular & Wireless 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, Representative on behalf of the Managers to purchase up to an additional 320,250 shares [o] shares, in the form of Common StockOrdinary Shares or ADSs, as set forth in Schedule B(provided, however, that the number of Option Securities offered and sold into the United States may not exceed 15% of the Initial Securities) at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters Managers are then exercising the option option, whether all or a portion of such Option Shares are to be delivered in the form of ADSs, 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 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 UnderwritersManagers, 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 Manager bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Purchase Agreement (Galen Holdings 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 Company and the Selling ShareholdersShareholders specified on Schedule B, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 - shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 for the Option Securities (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the purchase of Option Securities shall be made initially among the Selling Shareholders in proportion to the maximum number of Option Securities to be sold by each Selling Shareholder as set forth in Schedule B until the Selling Shareholders have sold the maximum number of Option Securities to be sold by the Selling Shareholders as set forth in Schedule B and then from the Company, 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 opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Purchase Agreement (Edison Schools Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the other terms and conditions herein set forthforth in this Agreement, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase from the Company up to an additional 320,250 shares of Common Stock, as set forth in Schedule B, 330,579 Option Securities at the price Purchase Price per share; provided that the Purchase Price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof Execution Time and may be exercised in whole or in part from time to time only for in one or more (but not more than three) installments, including at the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities Closing Date, upon written notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option to purchase and the time and date of payment and delivery for such Option Securities. Any such time and date of payment for and delivery of such Option Securities (a an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be 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 to purchase is exercised as to all or any portion of the Option Securities, the Company will issue and sell to the Underwriters, severally and not jointly, and each of the Underwriters, acting severally and not jointly, will purchase from the Company that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Capital Southwest 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 750,000 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (TriplePoint Venture Growth BDC 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 Company and the each Selling ShareholdersStockholder, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 150,000 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. Option Securities will be purchased from the Selling Stockholders in a pro rata fashion based on the proportion of Initial Securities set forth in Schedule B opposite the name of such Selling Stockholder to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Intercept Pharmaceuticals 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant may grant, if so provided in the applicable Terms Agreement, an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 number of shares of Common Stock, Stock from the Selling Shareholders as set forth in Schedule Btherein, at the price per share set forth in Schedule Gtherein, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof of such Terms Agreement and may be exercised in whole or in part (ratably among the Selling Shareholders) from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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 agreed to purchase as set forth in Schedule A the applicable Terms Agreement opposite the name of such Underwriter bears to the total number of Initial Securities, and the Selling Shareholders, acting severally and not jointly, shall sell that proportion of the total number of Option Securities then being purchased which the number of Initial Securities each such Selling Shareholder has agreed to sell as set forth in the applicable Terms Agreement opposite the name of such Selling Shareholder bears to the total number of Initial Securities being sold by the Selling Shareholders, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (American Axle & Manufacturing 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as set forth Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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”an "Option Closing Date") shall be determined by the Representatives, but shall not be earlier than two full business days after the exercise of said option or later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities bears to the total number of Option Securities, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Emageon 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 Company and the Selling Shareholders, acting severally and not jointly, Partnership hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 975,000 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 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 set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Atlas Resource Partners, L.P.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each of the Selling ShareholdersShareholders set forth in Exhibit C, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth in Schedule B, Exhibit C opposite the 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 G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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 the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 975,000 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Underwriters to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesUnderwriters, but shall not be 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, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion Underwriters shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (CubeSmart)

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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [●] shares of Common Stock, as set forth may be necessary to cover the Underwriters’ option to purchase additional shares made in Schedule Bconnection with the offering of the Initial Securities, at the price per share set forth in Schedule GInitial Public Offering Price Per Share, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities, and the Adviser agrees to pay to the Representative, or to cause an affiliate of the Adviser to pay the Representative, for the account of the Underwriters, an amount equal to $[●] per share for each Option Security purchased by the Underwriters (the “Option Securities Adviser Payment”); provided that the Option Securities Adviser Payment for any Option Securities in respect of investors introduced by the Company shall be $[●] per share. The option hereby granted will expire 30 may be exercised for forty-five (45) 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the 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, and may be the same date as the Closing Date (defined below), but shall not be later than seven (7) full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate (unless such time and date are postponed in accordance with Section 11 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 1 opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Pearl Diver Credit Co 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 Company and the Selling Shareholders that will be selling U.S. 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 grant an option to the U.S. Underwriters, severally and not jointly, to purchase up to an additional 320,250 o shares of Common Stock, as set forth in Schedule A or Schedule B, as the case may be, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial U.S. Securities but not payable on the U.S. Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial U.S. Securities upon notice by the Representatives Global Coordinator to the Company and the certain Selling Shareholders setting forth the number of U.S. Option Securities as to which the several U.S. Underwriters are then exercising the option and the time and date of payment and delivery for such U.S. Option Securities. Any such time and date of delivery for the U.S. Option Securities (a "Date of Delivery") shall be determined by the RepresentativesGlobal Coordinator, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the U.S. Option Securities, each of the U.S. Underwriters, acting severally and not jointly, will purchase that proportion of the total number of U.S. Option 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, 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 U.S. Option Securities to be sold by Selling Shareholders, subject in each case to such adjustments as the Representatives Global Coordinator in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: u.s. Purchase Agreement (Community Health Systems Inc/)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and Underwriters shall have the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwritersright, severally and not jointly, to purchase up to an 2,337,662 additional 320,250 shares of Common Stock, as set forth in Schedule Bpursuant to clause (i) or clause (ii) below, at the price per share set forth in Schedule Gsubsection (a) of this Section; provided, less however, that the purchase price per share for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option SecuritiesSecurities (the “Option Purchase Price”). The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-over allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Option Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Forward Counterparty or the Company, as applicable, 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, plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 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, and each . Following delivery of a notice of exercise of the Company and overallotment option by the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears Representatives to the total number of Initial Securities.Company:

Appears in 1 contract

Sources: Purchase Agreement (Pepco 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, each Underwriter shall have the Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwritersright, severally and not jointly, to purchase up to an the number of additional 320,250 shares of Common Stock, as Stock set forth in Schedule B, A opposite the name of such Underwriter at the price per share set forth in Schedule Gsubsection (a) of this Section; provided, less however, that the purchase price per share for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option SecuritiesSecurities (the “Option Purchase Price”). The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-over allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders Forward Counterparties 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 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 from the Forward Counterparties 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, plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 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, and each . Following delivery of a notice of exercise of the overallotment option by the Representatives to the Company and the Selling ShareholdersForward Counterparties, acting the Company may, in its sole discretion, within one business day after such notice is given, execute and deliver to the Forward Counterparties additional forward agreements, between the Company and the Forward Counterparties (“Additional Forward Agreements”), providing for the forward sale by the Company of a number of shares of Common Stock equal to the aggregate number of Option Securities being purchased pursuant to the exercise of the overallotment option. Upon the Company’s execution and delivery to the Forward Counterparties of the Additional Forward Agreements, the Forward Counterparties shall promptly execute and deliver to the Company, the Additional Forward Agreements, and, upon such execution and delivery, on the basis of the representations and warranties contained herein and subject to the conditions stated herein, each Forward Counterparty, severally and not jointly, will hereby agrees to sell that proportion to the several Underwriters its one-half of the total number of such Option Securities then being sold which at the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesOption Purchase Price.

Appears in 1 contract

Sources: Underwriting Agreement (PPL 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth opposite the names of the Underwriters in Schedule BExhibit A hereto, at a price of $5.17 per ADS; provided that the price per share set forth in Schedule G, less ADS shall be reduced by an amount per share ADS equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (RedHill Biopharma Ltd.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up the Option Securities at a price per share equal to an additional 320,250 shares of Common Stock, as set forth the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 Option Securities, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Dixie 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 Company and the Selling Shareholders, acting severally and not jointly, Stockholders hereby grant an option to the Underwriters, severally and not jointly, to purchase up to [⚫] Option Securities from the Selling Stockholders, with each Selling Stockholder granting an additional 320,250 shares option to purchase up to that number of Common Stock, as Option Securities set forth in opposite such Selling Stockholder’s name on Schedule BB hereto, at the price per share set forth in Schedule GA hereto, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 not, without the consent of the Company, be earlier than two full business days 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 hereto opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Xponential Fitness, 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 522,000 shares of Common Stock, as set forth Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (PDC Energy, Inc.)

Option Securities. (i) 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 Forward Seller (with respect to Borrowed Option Securities) and the Company (with respect to Company Option Securities and the Selling Shareholders, acting severally and not jointly, Company Top-Up Option Securities) hereby grant grants an option to the Underwritersand agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Forward Seller (with respect to Borrowed Option Securities) and the Company (with respect to Company Option Securities and Company Top-Up Option Securities), upon the exercise of such option by the Underwriters, up to an additional 320,250 1,650,000 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders Forward Seller setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. (ii) Within one business day after such notice is given, the Company may, in its sole discretion, execute and deliver to the Forward Purchaser a letter agreement (each such letter agreement, an “Additional Forward Sale Agreement”) between the Company and the Forward Purchaser relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such Additional Forward Sale Agreement), of a number of shares of Common Stock equal to the aggregate number of Option Securities as to which the several Underwriters are then exercising the option to be sold by the Forward Seller pursuant to this Agreement, on terms substantially similar to the Initial Forward Sale Agreement, mutatis mutandis, as hereinafter definedagreed by the parties. If the Company does not timely execute and deliver such Additional Forward Sale Agreement pursuant to the above or the Forward Purchaser does not timely execute and deliver to the Company such Additional Forward Sale Agreement, such Additional Forward Sale Agreement shall not be deemed to exist for purposes of this Agreement and the Company will sell a number of shares of Common Stock equal to the aggregate number of Option Securities as to which the several Underwriters are then exercising the option. Shares of Common Stock sold by the Company pursuant to this Section 2(b) are herein referred to collectively as “Company Option Securities.” (iii) 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 Borrowed Option Securities, Company Option Securities or Company Top-Up Option Securities, as applicable, then being purchased which the number of Initial Primary Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Primary Securities, subject subject, in each case case, to such adjustments as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (STAG Industrial, 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 Company and the Selling Shareholders, acting severally severally, in accordance with that proportion of the total number of Option Securities set forth in Schedule B which the number of Option Securities set forth in Schedule B opposite the name of the respective Selling Shareholder bears to the total number of Option Securities (such proportion, as it relates to each Selling Shareholder, the "Proportionate Share"), and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 1,338,750 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Purchase Agreement (Jato 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 Company and hereby grants an option to the Selling ShareholdersUnderwriters, acting severally and not jointly, to purchase up to an additional • Securities at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities and the Selling Stockholders hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an that number of additional 320,250 shares of Common Stock, as Securities set forth in on Schedule B, at B opposite the price per share set forth in Schedule Gname of such Selling Stockholder, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time on up to two occasions only for the purpose of covering over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 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, (i) the Option Securities will be sold to the Underwriters, severally and not jointly, by the Company and the Selling Stockholders on a pro rata basis between the Company, on the one hand, and the Selling Stockholders, on the other hand, in proportion to the total number of Option Securities to be sold by the Company, on the one hand, and the Selling Stockholders, on the other hand, and (ii) each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Purchase Agreement (Horizon Technology Finance Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, Shareholders hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [·] shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule G, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. C. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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, (1) each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and (2) each of the Company and the Selling ShareholdersShareholder, acting severally and not jointly, will sell the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion of to the total number of Option Securities then being to be sold which as the number of Initial Option Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Option Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Safety-Kleen, 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 Company and the Selling Shareholders, acting severally and not jointly, Partnership hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 2,025,000 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 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 set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Atlas Resource Partners, L.P.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling ShareholdersStockholder(s), acting severally and not jointly, hereby grant grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 l shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders Stockholder(s) 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Advanced BioHealing 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an the respective numbers of additional 320,250 shares of Common Stock, as Stock set forth in Schedule B, F opposite the name of the Company and the Selling Shareholders at the price per share set forth in Schedule GB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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, the Company and each of the Selling Shareholders, severally not jointly, will sell to the Underwriters that proportion of the number of Option Securities then being purchased which the number of Option Securities set forth in Schedule F opposite the name of the Company or such Selling Shareholder, as the case may be, bears to the total number of Option Securities set forth in Schedule 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 A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Si 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth in Schedule B, 4,875,000 Option Securities (i) at a price per Share equal to $1.8706 and (ii) at a price per Warrant equal to $0.0094; provided that the price per share set forth in Schedule G, less Share and per Warrant 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: 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 Company and the Selling Shareholders, acting severally and not jointly, Partnership hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 1,950,000 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 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 set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Atlas Resource Partners, L.P.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Option Shareholders, acting severally and not jointly, jointly hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 1,809,750 shares of Common Stock, as including up to an additional 400,000 shares of Common Stock from the Option Shareholders in the respective amounts set forth opposite their names in Schedule BC, at the price per share set forth in Schedule GD, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ Brothers to the Company and the Selling Option 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▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ Brothers, but shall be no sooner than two full business days before, and not be later than seven full business days after 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 and the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, Company and each of the Company and the Selling Option Shareholders, acting severally and not jointly, will sell that proportion of the of total number of Option Securities then being sold purchased by the Underwriters, in the case of the Company, which bears to the total number of Option Securities and, in the case of Option Shareholders, which the number Maximum Number of Initial Option Securities to be Sold set forth in Schedule B C opposite the name of the Company or such Selling Option Shareholder bears to the total number of Initial Option Securities., subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ Brothers in its discretion shall make to eliminate any sales or purchases of fractional shares

Appears in 1 contract

Sources: Purchase Agreement (Iconix Brand 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 1,500,000 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on such Option Securities; and provided, further, that with respect to up to 75,000 of the Option SecuritiesSecurities allocated at the direction of the Company to an entity controlled by the family of the Company’s President and Chief Executive Officer (the “Vafias Family Option Shares”), the Underwriters shall purchase such Vafias Family Option Shares at the Public Offering Price. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the total number of Option Securities then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (StealthGas 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 Selling Stockholder hereby grants an option to the Company and the Selling ShareholdersUnderwriters, acting severally and not jointly, to purchase up to the additional number of shares of Common Stock specified with respect to such Selling Stockholder in the column entitled “Maximum Number of Option Securities” on Schedule B hereto (· shares of Common Stock in the aggregate for all Selling Stockholders) and the Company hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 · shares of Common Stock, as set forth in Schedule B, each case at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. If the Underwriters elect to exercise the option hereby granted by the Selling Stockholders and the Company in part, the Underwriters hereby agree to purchase all of the Options Securities of the Selling Stockholders prior to purchasing any Option Securities of the Company; if less than all of the Option Securities of the Selling Stockholders are to be purchased, then the Underwriters shall purchase from each Selling Stockholder a number of Option Securities equal to the portion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Schedule B opposite the name of such Selling Stockholder bears to the total number of Option Securities of all Selling Stockholders, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time time, only for the purpose of covering over-over allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company Selling Stockholders and the Selling Shareholders 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Purchase Agreement (Ventas 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 Company and the Selling Shareholders, acting severally and not jointly, Stockholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth opposite the name of the Selling Stockholder in Schedule B, Exhibit I hereto 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 G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders Stockholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be 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 Selling Stockholder 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 I opposite the name of the Selling Stockholder bears to the total number of Option Securities set forth in Exhibit I, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Media General 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 900,000 shares of Common Stock, Stock as set forth in Schedule B, B at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Purchase Agreement (Activision 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: 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 Company and the Selling ShareholdersStockholders listed on Schedule F, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 1,046,105 shares of Common Stock, as set forth in Schedule BF, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Company and the Selling Shareholders Stockholders listed on Schedule F 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and . Option Securities will be purchased from the Selling Shareholders, acting severally and not jointly, will sell that Stockholders listed on Schedule F in a pro rata fashion based on the proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B F opposite the name of the Company or such Selling Shareholder bears Stockholder to the total number of Initial SecuritiesSecurities listed on Schedule F, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Opentable 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 1,350,000 shares of Common Stock, as set forth in Schedule B, Stock at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 for the Option Securities (a "Date of Delivery") shall be determined by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. If the option is exercised for a portion, and each but not all, of the Company and the Option Securities, each Selling Shareholders, acting severally and not jointly, Shareholder will sell that proportion of the total number of Option Securities then being sold purchased which the number of Initial Securities set forth in Schedule B in the column titled "Maximum Number of Option Securities" opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Option Securities.

Appears in 1 contract

Sources: Purchase Agreement (Cross Country 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 Company Forward Seller (with respect to the Borrowed Option Securities) and the Selling Shareholders, acting severally and not jointly, hereby Company (with respect to any Company Top-Up Option Securities) grant an option to the Underwriters, severally and not jointly, Underwriters to purchase up to an additional 320,250 shares Borrowed Option Securities (in the case of Common Stockthe Forward Seller) and Company Top-Up Option Securities (in the case of the Company), as set forth in Schedule B, each case at the purchase price per share set forth in Schedule GA hereto, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company Company, the Forward Seller and the Selling Shareholders Forward Purchaser 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. Within one business day after such notice is given, the Company shall execute and deliver to the Forward Purchaser an additional letter agreement between the Company and the Forward Purchaser (an “Additional Forward Sale Agreement”) relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as hereinafter definedsuch terms are defined in such Additional Forward Sale Agreement), of a number of shares of Common Stock equal to the aggregate number of Borrowed Option Securities being purchased by the Underwriters from the Forward Seller pursuant to the exercise of such option, on terms substantially similar to the Initial Forward Sale Agreement as agreed to by the parties. If Upon the option is exercised as Company’s execution and delivery of such an Additional Forward Sale Agreement to all or any portion of the Option SecuritiesForward Purchaser, the Forward Seller will procure that the Forward Purchaser shall promptly execute and deliver such Additional Forward Sale Agreement to the Company. Upon such execution by the Company and the Forward Purchaser, based upon the warranties and representations and subject to the terms and conditions herein contained, the Forward Seller and the Company agree to sell to the Underwriters, and each of the Underwriters, acting severally and not jointly, will purchase agrees to purchase, that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives BofA in their its sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Umb 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares [—] Option Securities at a price per share equal to the Purchase Price referred to in Section 2(a) above, for the sole purpose of Common Stock, as set forth covering over-allotments in Schedule B, at connection with the sale of the Initial Securities; provided that the price per share set forth in Schedule G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared payable or paid by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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, the Company will sell to the Underwriters that number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Taylor & Martin 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 Company and the Option Securities Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. If the option is exercised for a portion, and each but not all, of the Company and the Option Securities, each Option Securities Selling Shareholders, acting severally and not jointly, Shareholder will sell that proportion of the total number of Option Securities then being sold purchased which the number of Initial Securities set forth in Schedule B in the column titled "Maximum Number of Option Securities" opposite the name of the Company or such Option Securities Selling Shareholder bears to the total number of Initial Option Securities.

Appears in 1 contract

Sources: 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 Company and each of the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth in Schedule B, Exhibit I opposite the names of the Company and the 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 G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Company and each of the Selling Shareholders, 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 I opposite the name of the Company or such Selling Shareholder, as the case may be, bears to the total number of Option Securities set forth in Exhibit I, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Georesources 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 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 and hereby grants an option to the Selling ShareholdersUnderwriters, acting severally and not jointly, hereby grant an option to purchase 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 purchase pursuant to the Underwritersprovisions of Section 9 hereof. The option granted by this Section 1(b) may be exercised only to cover over-allotments, severally and not jointlyif any, to purchase up to an additional 320,250 shares in the sale of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule G, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof on April 30, 2018, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that 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 Company and the Selling Shareholders 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 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 TimeTime (as defined below) or after April 30, as hereinafter defined2018. 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, plus any additional aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (OFS Capital Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained in this Agreement and the Deposit Agreement and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 1,000,000 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing TimeDate. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein, except to the extent that the date on which the Option Securities are to be delivered is the same date and time as hereinafter definedthe Closing Date, in which case such notice may be delivered one business day prior to the date and time of delivery specified therein. 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 bears to the total number of Option Securities, 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 that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Whirlpool Corp /De/)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [ ] shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule G, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securitiesparagraph (a) above. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from at any time to time on or before the 30th day after the date hereof only for the purpose of covering over-allotments that allotments, which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. In addition, in connection with the sale of any Option Securities, the Manager, on its own behalf and each for its own business reasons, agrees to pay Citi, for the account of the Company and Underwriters, the Selling Shareholders, acting severally and not jointly, will sell that proportion of amount per Option Security set forth on Schedule I for each Option Security purchased by such Underwriter (the total number of Option Securities then being sold which Manager Offering Payment” and collectively with the number of Initial Securities set forth in Schedule B opposite Manager Offering Payment, the name of the Company or such Selling Shareholder bears to the total number of Initial Securities“Manager Offering Payments”).

Appears in 1 contract

Sources: Underwriting Agreement (American Capital Mortgage Investment Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock3,750,000 Ordinary Shares, as set forth in Schedule B, at the price per share set forth in Schedule Gof $25.25, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares. In the event and to the extent that the Underwriters exercise the option to purchase Option Securities, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which to be so purchased from each applicable Selling Shareholder on the applicable Date of Delivery shall bear the same proportion to the maximum number of Initial Option Securities to be sold by such Selling Shareholder as the maximum number of Option Securities set forth in Schedule B hereto opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesOption Securities that may be purchased hereunder (subject to such adjustments to eliminate fractional shares as the Representative may determine).

Appears in 1 contract

Sources: Underwriting Agreement (CLARIVATE 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 Company and the 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 grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 3,510,130 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule G, C less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the sole purpose of covering over-allotments that the sale of a number of Securities in excess of the number of Initial Securities which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives both ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the 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 for the Option Securities (a “Date of Delivery”) shall be determined by the Representativesboth ▇▇▇▇▇▇▇ Sachs and ▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the 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 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 the Selling Shareholder, subject in each case to such adjustments as the Representatives both ▇▇▇▇▇▇▇ Sachs and ▇▇▇▇▇▇▇ ▇▇▇▇▇ in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Community Health Systems Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and hereby grants to the Selling Shareholders, acting severally and not jointly, hereby grant Underwriters an option to purchase from the UnderwritersCompany all or any portion of the Option Securities solely to cover over-allotments, severally and not jointlyif any, to purchase up to an additional 320,250 shares for a period of Common Stock, as set forth in Schedule B, thirty (30) days from the date hereof at the purchase price per share set forth in Schedule G, Section 2(a) hereof less an amount per share equal to any dividends or distributions declared by the Company and payable on each share of the Initial Firm Securities but not payable on the Option Securities; provided that if such 30th day falls on a day that is not a Business Day, the option granted in Section 2(b) hereof will expire on the next succeeding Business Day. Option Securities shall be purchased from the Company for the accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto, except that the respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase fractional Option Securities. No Option Securities shall be sold and delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Underwriters to the 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 RepresentativesUnderwriters, but shall not not, unless agreed to in writing by the Company, be sooner than two full business days (other than a Date of Delivery coinciding with the Closing Time) or 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 the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (CTO Realty Growth, 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 1,800,000 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a)(ii) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 221,250 shares of Common StockOption Securities at a price per share equal to the Purchase Price referred to in Section 2(a) hereof; provided, as set forth in Schedule B, at that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters such number of the Option Securities, 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 that the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Connecticut Water Service Inc / Ct)

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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up purchase, in addition to an additional 320,250 shares the Initial Securities, the amount of Common Stock, as Option Securities set forth in opposite the name of the Company on Schedule B, B at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 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 SecuritiesSecurities 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 subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: 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 Company and the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 561,000 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Merrill Lynch to the Company and the Selling Shareholders Stockholders setting forth the number fort▇ ▇▇▇ ▇u▇▇▇▇ 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 RepresentativesMerrill Lynch, but shall not be later than seven full business days after the exercise af▇▇▇ ▇▇▇ ▇▇▇▇▇ise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Merrill Lynch in their its discretion shall make to eliminate any sales or purchases p▇▇▇▇▇▇▇s ▇▇ ▇ractional shares. If a portion of fractional sharesthe option is exercised, and each of the exercise will be allocated pro rata among the Company and the Selling ShareholdersStockholders, acting severally unless otherwise agreed to by the Company, the Selling Stockholders and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesUnderwriters.

Appears in 1 contract

Sources: Purchase Agreement (Blue Nile 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 Company and the Selling ShareholdersStockholders hereby, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Class A Common Stock, in accordance with the allocations among the Selling Stockholders as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 (if other than the Closing Time (as hereinafter defined)) earlier than three full business days nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ in their its sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Purchase Agreement (Restoration Hardware 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth opposite the name of the respective Underwriters in Schedule B, Exhibit A (under Option Securities) hereto 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 G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be 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, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Avid Bioservices, 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 Company and Selling Unitholder hereby grants to the Selling Shareholders, acting severally and not jointly, hereby grant several Underwriters an option to purchase, ratably in accordance with the Underwritersnumber of Initial Securities to be purchased by each Underwriter, severally and not jointly, all or a portion of the Option Securities at a price per Common Unit equal to purchase up the Purchase Price referred to an additional 320,250 shares of Common Stock, as set forth in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less Common Unit for any Option Securities shall be reduced by an amount per share Common Unit equal to any dividends distributions declared, paid or distributions declared payable by the Company and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Underwriters to the Company and the Selling Shareholders Unitholder 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 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 Selling Unitholder 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 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Underwriters in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securitiesunits.

Appears in 1 contract

Sources: Underwriting Agreement (CNX Midstream Partners LP)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a)(ii) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Zogenix, Inc.)

Option Securities. In additionAs soon as reasonably practicable after the Effective Time, each holder of an Option Security shall receive in respect thereof an option (each, a "Substitute Option") to acquire shares of Acquiror Stock under Acquiror's 1995 Stock Incentive Plan. Under the terms of each Substitute Option, (x) the number of shares of Acquiror Stock subject to such Substitute Option shall be equal to the product of (A) the number of shares of Company Stock previously subject to the related Option Security, multiplied by (B) the quotient of the Share Price divided by the Determination Price (such quotient, the "Option Exchange Ratio"), rounded down to the nearest whole share; and (y) the exercise price per share of Acquiror Stock subject to such Substitute Option shall be equal to the exercise price per share of Company Stock previously subject to the related Option Security divided by the Option Exchange Ratio, rounded up to the nearest cent. Each Substitute Option issued in respect of an Option Security shall have the following vesting schedule: (i) to the extent that the Option Security was exercisable with respect to any shares of Company Stock on the basis Closing Date, the Substitute Option shall be exercisable with respect to the applicable number of shares of Acquiror Stock determined pursuant to clause (x) above as of the representations Closing Date; (ii) to the extent that the Option Security would have been exercisable with respect to any shares of Company Stock on any date after the Closing Date and warranties herein contained and prior to the first anniversary of the Closing Date, the Substitute Option shall become exercisable on such date with respect to 25% of the number of shares of Acquiror Stock that were not issuable upon exercise as of the Closing Date; (iii) on the first anniversary of the Closing Date, the Substitute Option shall become exercisable with respect to a number of shares of Acquiror Stock equal to 25% of the number of shares of Acquiror Stock that were not issuable upon exercise as of the Closing Date; and (iv) on the second anniversary of the Closing Date, the Substitute Option shall become exercisable on such date with respect to all remaining shares of Acquiror Stock subject to such Substitute Option. Each Substitute Option shall provide for accelerated vesting in the event that the holder of such Substitute Option is terminated by Acquiror or the Surviving Corporation, other than for cause, after the Closing Date. A Person shall be deemed to have been terminated "for cause" if (i) the Person has committed a willful, serious act, such as fraud, conversion, embezzlement, falsifying records or reports, or a similar act against Acquiror or the Surviving Corporation intending to enrich himself at the expense of the Acquiror or the Surviving Corporation, (ii) the Person has been guilty of willful, gross negligence in carrying out his duties, or (iii) the Person has been convicted of, or entered a plea of guilty, no contest or nolo contendere to, a felony crime involving moral turpitude. Except as otherwise set forth in this Section 2.4, each Substitute Option shall, to the extent permitted by Applicable Law, be subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule G, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesAcquiror's 1995 Stock Incentive Plan.

Appears in 1 contract

Sources: Merger Agreement (Iron Mountain 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 Company and the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 __________ shares of Common Stock, Stock as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time on one or more occasions only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each . If less than all of the Company and Option Securities are to be sold, Option Securities will be sold by the Selling Shareholders, acting severally and not jointly, will sell that proportion of Stockholders on a pro rata basis in accordance with the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite B; provided that, notwithstanding the name foregoing, up to 300,000 (pre-split) of the Company Option Securities to be sold by Edward Stack or such Selling Shareholder bears to the total number members of Initial SecuritiesEdward Stack's family will be sold first befo▇▇ ▇▇▇ ▇▇▇▇▇ Option Securit▇▇▇.

Appears in 1 contract

Sources: Purchase Agreement (Dicks Sporting Goods 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 Company and the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth opposite the names of the Selling Stockholders in Schedule B, Exhibit B hereto 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 G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 Selling Stockholders, severally and not jointly, will sell to the Underwriters that portion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit B opposite the name of such Selling Stockholder, as the case may be, bears to the total number of Option Securities set forth in Exhibit B, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Sinclair Broadcast 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 1,014,493 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing TimeDate. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein, except to the extent that the date on which the Option Securities are to be delivered is the same date and time as hereinafter definedthe Closing Date, in which case such notice may be delivered one business day prior to the date and time of delivery specified therein. 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 bears to the total number of Option Securities, 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 that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Whirlpool Corp /De/)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant an option options to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 375,000 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option options hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 later than seven full business days after the exercise of said optionoptions, 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 that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. If the options are not exercised in full, and then Option Securities purchased by the Underwriters shall be purchased pro rata as among each of the Company Selling Stockholder and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesCompany.

Appears in 1 contract

Sources: Purchase Agreement (Oriental Financial 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 Company and the Non-Management Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [ ] shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Non-Management 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. If the option is exercised for a portion, and each but not all, of the Company and the Option Securities, each Non-Management Selling Shareholders, acting severally and not jointly, Shareholder will sell that proportion of the total number of Option Securities then being sold purchased which the number of Initial Securities set forth in Schedule B in the column titled "Maximum Number of Option Securities" opposite the name of the Company or such Non-Management Selling Shareholder bears to the total number of Initial Option Securities.

Appears in 1 contract

Sources: 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 forthforth herein, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, acting severally and not jointly, to purchase up to an 3,000,000 additional 320,250 shares of Common Stock, as set forth Shares at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Underwriters to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesUnderwriters, and may be the Closing Date (as hereinafter defined), but shall not be earlier than three full business days or 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, Company will purchase that proportion of sell to the Underwriters the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional sharespurchased, and each of the Company and the Selling ShareholdersUnderwriters will, acting severally and not jointly, will sell that proportion of purchase the total number of Option Securities then being sold which in amounts that are proportionate to the number of Initial Securities that the Underwriters have agreed to purchase hereunder as set forth on Schedule I hereto, subject, however, to such adjustments to eliminate fractional shares as the Representatives in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securitiestheir sole discretion shall make.

Appears in 1 contract

Sources: Underwriting Agreement (Lexington Realty Trust)

Option Securities. In addition, on On the basis of the representations and warranties herein contained and contained, but subject to the terms and conditions herein set forth, the Company and hereby grants to the Selling Shareholders, acting severally and not jointly, hereby grant several Underwriters an option to the Underwriterspurchase, severally and not jointly, in the aggregate, up to [●] Ordinary Shares (the “Option Shares”), Series A warrants (the “Series A Option Warrants”) to purchase up to an additional 320,250 shares [●] Ordinary Shares (the “Series A Option Warrant Shares”), and Series B warrants (the “Series B Option Warrants” and together with the Series A Option Warrants, the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) to purchase up to [●] Ordinary Shares (the “Series B Option Warrant Shares” and together with the Series A Option Warrant Shares, the “Option Warrant Shares”),which may be purchased in any combination of Common Stock, as set forth in Schedule B, Option Shares and/or Option Warrants at the price per share set forth in Schedule GShare Purchase Price and/or Warrant Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securitiesrespectively. The option hereby granted will expire 30 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 45 days after the purpose of covering over-allotments that may be made in connection with the offering and distribution date of the Initial Securities Prospectus (as defined below) upon notice (confirmed in writing) by the Representatives Representative to the Company and the Selling Shareholders setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time date and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be time, as determined by the RepresentativesRepresentative, when the Option Securities are to be delivered, but shall not be in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) or later than seven full business days the tenth Business Day after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Securities to all or any portion of be purchased by each Underwriter shall be the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Securities then being to be purchased which by the Underwriters as the number of Initial Firm Securities set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion is of the total number of Firm Securities to be purchased by the Underwriters, as adjusted by the Representative in such manner as the Representative deems advisable to avoid fractional shares. No Option Securities then being shall be sold which and delivered unless the number of Initial Firm Securities set forth in Schedule B opposite the name of the Company previously have been, or such Selling Shareholder bears to the total number of Initial Securitiessimultaneously are, sold and delivered.

Appears in 1 contract

Sources: Underwriting Agreement (Elite Education Group International 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 Company and each of the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth in Schedule B, [ ] Ordinary Shares at the price per share set forth in Schedule GB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised once in whole or in part from time to time only for the purpose of covering over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the 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 “the "Date of Delivery") shall be reasonably determined by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defineddefined and shall be at least four business days following any notice by ▇▇▇▇▇▇▇ ▇▇▇▇▇. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ in their its discretion shall make to eliminate any sales or purchases of fractional shares. If the option is exercised as to all or any portion of the Option Securities, and each of the Company and the Selling ShareholdersUnderwriters, acting severally and not jointly, will sell purchase that proportion of the total number of Option Securities then being sold purchased which the number of Initial Securities set forth in Schedule B A opposite the name of the Company or such Selling Shareholder Underwriter bears to the total number of Initial Securities, first from the Selling Shareholders on a pro rata basis based on the respective ownership of each of the Selling Shareholders as set forth on Schedule D and then from the Company, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of fractional shares. Additionally, each of the Pre-funding Entities agrees to advance the Option Pre-Funding Amount (as defined below) to subscribe for the Option Securities issued by the Company, as set forth below.

Appears in 1 contract

Sources: Purchase Agreement (Telvent Git S A)

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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, acting severally and not jointly, to purchase up to an 2,250,000 additional 320,250 shares of Common Stock, as set forth Shares at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Underwriters to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesUnderwriters, and may be the Closing Date (as hereinafter defined), but shall not be earlier than three full business days or 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, Company will purchase that proportion of sell to the Underwriters the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional sharespurchased, and each of the Company and the Selling ShareholdersUnderwriters will, acting severally and not jointly, will sell that proportion of purchase the total number of Option Securities then being sold which in amounts that are proportionate to the number of Initial Securities that the Underwriters have agreed to purchase hereunder as set forth on Schedule I hereto, subject, however, to such adjustments to eliminate fractional shares as the Representatives in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securitiestheir sole discretion shall make.

Appears in 1 contract

Sources: Underwriting Agreement (Lexington Realty Trust)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth opposite the names of the Company in Schedule B, Exhibit H hereto at a price per share equal to the price per Initial Security referred to in Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 H opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit H, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. In connection with the sale of any Option Securities, the Manager, on its own behalf and each for its own business reasons, agrees to pay to ▇▇▇▇▇ Fargo, for the account of the Company and Underwriters, the Selling Shareholders, acting severally and not jointly, will sell that proportion of Underwriting Discount for each Option Security purchased by the total number of Option Securities then being sold which the number of Initial Securities Underwriters set forth in Schedule B opposite Exhibit H (the name of “Option Securities Manager Offering Payment,” and collectively with the Company or such Selling Shareholder bears to Initial Securities Manager Offering Payment, the total number of Initial Securities“Manager Offering Payments”).

Appears in 1 contract

Sources: 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant may grant, if so provided in the applicable Terms Agreement, an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 number of shares of Common Stock, Stock from the Selling Shareholders as set forth in Schedule Btherein, at the price per share set forth in Schedule Gtherein, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof of such Terms Agreement and may be exercised in whole or in part (ratably among the Selling Shareholders) from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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 agreed to purchase as set forth in Schedule A the applicable Terms Agreement opposite the name of such Underwriter bears to the total number of Initial Securities, and the Selling Stockholders, acting severally and not jointly, shall sell that proportion of the total number of Option Securities then being purchased which the number of Initial Securities each such Selling Shareholder has agreed to sell as set forth in the applicable Terms Agreement opposite the name of such Selling Shareholder bears to the total number of Initial Securities being sold by the Selling Shareholders, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Purchase Agreement (American Axle & Manufacturing 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares aggregate of Common Stock, as set forth 2,250,000 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the 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 an Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be 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, Company will purchase that proportion of sell to the Underwriters the total number of Option Securities then being purchased which and each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities that bears the same proportion to the total number of Option Securities to be purchased as the number of Initial Securities set forth in Schedule on Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Triangle 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 Company and each of the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth opposite the names of the Selling Stockholders in Schedule B, Exhibit E hereto 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 G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 an Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Selling Stockholders, severally and not jointly, will sell to the Underwriters that proportion of the total number of Option Securities then being purchased that the number of Option Securities set forth in Exhibit E hereto opposite the name of such Selling Stockholder, bears to the total number of Option Securities set forth in Exhibit E hereto, 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 that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Rush Street Interactive, 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stockthe Option Securities, as at the price set forth in Schedule B, at the price per share set forth in Schedule G, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. A. The option hereby granted will expire 30 days may be exercised at any time after the date hereof and prior to the latest permissible Date of Delivery hereunder and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option, nor in any event (a) prior to the Closing Time or (b) later than the 12th day following 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 principal amount 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 principal amount of Initial Securities, plus any additional principal amount 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 Representative in their its discretion shall make to eliminate ensure that any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth are in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securitiesauthorized denominations.

Appears in 1 contract

Sources: Underwriting Agreement (PDL Biopharma, Inc.)