Common use of Option Securities Clause in Contracts

Option Securities. In addition, subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities at the price per Note set forth in Schedule I. 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, 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. 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 I opposite the name of such Underwriter bears to the total principal amount of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notes.

Appears in 3 contracts

Samples: Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.), Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.), Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.)

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Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of 3,000,000 Units as Option Securities Securities, at the price per Note share set forth in Schedule I. A, less 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 Option Securities. The option hereby granted will expire 30 may be exercised for 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 3 contracts

Samples: Underwriting Agreement (PROOF Acquisition Corp I), Underwriting Agreement (Southport Acquisition Corp), Underwriting Agreement (Southport Acquisition Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [ ● ] shares of Option Securities Common Stock and accompanying Warrants, at the price per Note share of Common Stock and accompanying Warrant set forth in Schedule I. A, 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 may be exercised for 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, but shall not be earlier than two full business days (except in the case of Option Securities being delivered at the Closing Time) nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Representative in its sole discretion shall allocate which Underwriters, acting severally and not jointly, will shall purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I opposite the name of such Underwriter bears to the total principal amount of Initial Securities, subject, in each case, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 3 contracts

Samples: Underwriting Agreement (MDNA Life Sciences, Inc.), Underwriting Agreement (MDNA Life Sciences, Inc.), Underwriting Agreement (MDNA Life Sciences, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,500,000 Units at a price of $3,150,000 principal amount of Option Securities at 9.65 per Unit (taking into account the price per Note set forth in Schedule I. Deferred Underwriting Discount). 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, but shall not 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative in its sole reasonable discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 2 contracts

Samples: Purchase Agreement (National Energy Resources Acquisition CO), Purchase Agreement (National Energy Resources Acquisition CO)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount • shares of Option Securities Common Stock only to cover overallotments, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative [ ] in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 2 contracts

Samples: Underwriting Agreement (WhiteHorse Finance, Inc.), Underwriting Agreement (Garrison Capital Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [●]shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, 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 by the Company may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeTime nor sooner than the next trading day following delivery of such notice. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 2 contracts

Samples: Underwriting Agreement (INVO Bioscience, Inc.), Underwriting Agreement (INVO Bioscience, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of 3,750,000 Units as Option Securities Securities, at the price per Note share set forth in Schedule I. A, less 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 Option Securities. The option hereby granted will expire 30 may be exercised for 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representative, in its the Representative’s sole discretion discretion, shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 2 contracts

Samples: Underwriting Agreement (Berenson Acquisition Corp. I), Underwriting Agreement (Berenson Acquisition Corp. I)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,650,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, but shall not be later than seven five full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 2 contracts

Samples: Underwriting Agreement (Parkway Properties Inc), Underwriting Agreement (Parkway Properties Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [●] shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. D, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 2 contracts

Samples: Underwriting Agreement (Red River Bancshares Inc), Underwriting Agreement (Guaranty Bancshares Inc /Tx/)

Option Securities. In addition, subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 1,950,000 principal amount of Option Securities at the price per Note set forth in Schedule I. 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, 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. 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 I opposite the name of such Underwriter bears to the total principal amount of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notes.

Appears in 2 contracts

Samples: Underwriting Agreement (Sachem Capital Corp.), Underwriting Agreement (Sachem Capital Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of 3,000,000 Units as Option Securities Securities, at the price per Note Security set forth in Schedule I. A, less an amount per Option Security equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 may be exercised for 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional NotesSecurities.

Appears in 2 contracts

Samples: Underwriting Agreement (Worldwide Webb Acquisition Corp.), Underwriting Agreement (Worldwide Webb Acquisition Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of 2,250,000 Units as Option Securities Securities, at the price per Note share set forth in Schedule I. A, less 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 Option Securities. The option hereby granted will expire 30 may be exercised for 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 2 contracts

Samples: Underwriting Agreement (Everest Consolidator Acquisition Corp), Underwriting Agreement (Everest Consolidator Acquisition Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal the full amount of the Option Securities at the same purchase price per Note set forth in Schedule I. share as the Underwriters shall pay for the Initial Securities, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, but but, if later than the Closing Date, shall not be earlier than three nor later than seven five full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 2 contracts

Samples: Underwriting Agreement (Select Income REIT), Underwriting Agreement (Select Income REIT)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option [ ] Securities at the price per Note set forth in Schedule I. B for the Initial 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Underwriters to the Company setting forth the principal amount 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 RepresentativeUnderwriters, 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notes.]

Appears in 2 contracts

Samples: Underwriting Agreement (Cccisg Capital Trust), Underwriting Agreement (RCN Corp /De/)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,532,250 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 2 contracts

Samples: Underwriting Agreement (Netgear, Inc), Underwriting Agreement (Arlo Technologies, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 3,000,000 Ordinary Shares, at the price per Note share set forth in Schedule I. subsection (a) of this Section 2, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Clarivate Analytics PLC)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 5,625,000 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, 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 and from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (QuantumScape Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company Partnership hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,050,000 shares of Option Securities at the price per Note Class A shares, as set forth in Schedule I. A, less an amount per share equal to any dividends or distributions declared by the Partnership 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company Partnership setting forth the principal amount 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 Representative, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Mxxxxxx Lxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (8point3 Energy Partners LP)

Option Securities. In addition, subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 4,125,000 principal amount of Option Securities at the price per Note set forth in Schedule I. 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, Representative 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. 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 I opposite the name of such Underwriter bears to the total principal amount of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notes.

Appears in 1 contract

Samples: Underwriting Agreement (Sachem Capital Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the UnderwritersRepresentatives, severally and not jointly, to purchase up to an additional $3,150,000 principal amount ____ shares of Option Securities the Company's Series A Preferred Shares at the price per Note share set forth in Schedule I. 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of Option Securities as to which the several Underwriters Representatives are 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 RepresentativeRepresentatives, 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Chevy Chase Preferred Capital Corp

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional $3,150,000 principal amount o shares of Option Securities Common Stock at the price per Note share set forth in Schedule I. B, 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial U.S. Securities upon notice by the Representative Global Coordinator to the Company setting forth the principal amount number of U.S. Option Securities as to which the several Underwriters International Managers are then exercising the option and the time and date of payment and delivery for such 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 RepresentativeGlobal 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 UnderwritersInternational Managers, 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 I A opposite the name of such U.S. Underwriter bears to the total principal amount number of Initial U.S. Securities, subject, subject in each case, case to such adjustments as the Representative Global Coordinator in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: International Purchase Agreement (Alliance Fiber Optic Products Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 562,500 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. paragraph (a) above. 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 a single date only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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 I opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (American Capital Agency Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 637,500 shares of Option Securities Common Stock, as set forth in Schedule A, at the price per Note share set forth in Schedule I. A, less an amount per share equal to any 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeTime nor, unless the Representatives and the Company otherwise agree in writing, prior to the second business day after the date on which such option is exercised. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Community Healthcare Trust Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,950,000 shares of Option Securities Common Stock, as set forth in Schedule B-1, at the price per Note share set forth in Schedule I. B-1, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, 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. 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 I 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 principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (CorEnergy Infrastructure Trust, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount shares of Option Securities Common Stock, as set forth in Schedule A, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Farmland Partners Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 465,000 shares of Option Securities Common Stock, as set forth in Schedule A, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Farmland Partners Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 300,000 shares of Option Securities Series B Preferred Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Dynex Capital Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 4,200,000 FELINE PRIDES at the price per Note Security set forth in Schedule I. II. 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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 I opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional Notessecurities.

Appears in 1 contract

Samples: Electronic Data Systems Corp /De/

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 97,500 shares of Option Securities Common Stock at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company and the Selling Shareholder setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Everbridge, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase subscribe for up to an additional $3,150,000 principal amount of Option Securities [·] Ordinary Shares, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase subscribe for that proportion of the total number of Option Securities then being purchased subscribed for which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Strongbridge Biopharma PLC)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount the full number of Option Securities Securities, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company Selling Shareholder setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Hanson Building Products LTD)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 828,729 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, but shall not be earlier than two or later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (McCormick & Co Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 750,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Longboard Pharmaceuticals, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 3,552,631 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx, Xxxxxxx Xxxxx and Credit Suisse in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Rexnord Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 1,200,000 Common Shares at the price per Note share set forth in Schedule I. A, less an amount per share equal to any 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (RLJ Lodging Trust)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the U.S. Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 540,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. C, 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial U.S. Securities upon notice by the Representative Representatives to the Company setting forth the principal amount number of U.S. Option Securities as to which the several 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 (a "Date of Delivery") shall be determined by the RepresentativeRepresentatives, 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 Securities set forth in Schedule I A opposite the name of such U.S. Underwriter bears to the total principal amount number of Initial U.S. Securities, subject, subject in each case, case to such adjustments as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Purchase Agreement (Agco Corp /De)

Option Securities. In addition, subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 4,500,000 principal amount of Option Securities at the price per Note set forth in Schedule I. 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, 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. 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 I opposite the name of such Underwriter bears to the total principal amount of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notes.

Appears in 1 contract

Samples: Underwriting Agreement (Sachem Capital Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 4,500,000 depositary shares, at the price per Note depositary share set forth in Schedule I. A, less an amount per depositary 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesdepositary shares.

Appears in 1 contract

Samples: Underwriting Agreement (Southwestern Energy Co)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 420,000 Depositary Shares, as set forth in Schedule B, at the price per Note share set forth in Schedule I. B, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, 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. 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 I 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 principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxx Fargo Securities in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (CorEnergy Infrastructure Trust, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 1,125,000 Common Shares, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Textainer Group Holdings LTD)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 2,250,000 shares of Common Stock at $3,150,000 principal 22.14 per share, less an amount of 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 at the price per Note set forth in Schedule I. 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Underwriters to the Company setting forth the principal amount 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 RepresentativeUnderwriters, 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative Underwriters in its sole their discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Colony Financial, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,125,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Kennedy-Wilson Holdings, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of 3,600,000 Units as Option Securities Securities, at the price per Note share set forth in Schedule I. A, less 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 Option Securities. The option hereby granted will expire 30 may be exercised for 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (PROOF Acquisition Corp I)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the U.S. Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [________] shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. B, 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial U.S. Securities upon notice by the Representative Global Coordinator to the Company setting forth the principal amount 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 (a "Date of Delivery") shall be determined by the RepresentativeGlobal 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 I A opposite the name of such U.S. Underwriter bears to the total principal amount number of Initial U.S. Securities, subject, subject in each case, case to such adjustments as the Representative Global Coordinator in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Lifepoint Hospitals Inc

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 964,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Verisk Analytics, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [ 🌑 ] shares of Option Securities Common Stock, , at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Pyxis Oncology, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [Ÿ] shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Entellus Medical Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 1,950,000 Shares at the price per Note share set forth in Schedule I. B-2, less an amount per share equal to any dividends 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative Representatives in its sole discretion shall make to eliminate any sales or purchases of fractional Notesunits.

Appears in 1 contract

Samples: Underwriting Agreement (Navios Maritime Acquisition CORP)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 529,500 shares of Option Securities Common Stock as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Entellus Medical Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,500,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, but shall not be later than seven five full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Parkway Properties Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,350,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Kennedy-Wilson Holdings, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [●] shares of Option Securities Class A Common Stock, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Dream Finders Homes, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [·] shares of Option Securities Common Stock as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Inspire Medical Systems, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 330,000 shares of Option Securities Series A Preferred Stock, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Jefferies in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Armada Hoffler Properties, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 480,000 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. B, 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 at any time to time only for on or before the purpose of covering overallotments made in connection with 30th day after the offering and distribution date of the Initial Securities Prospectus upon notice by the Representative to the Company setting forth the principal amount 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 Representative, 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Pharmasset Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 2,884,615 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, 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 and from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Caribou Biosciences, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 285,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company Company, setting forth the principal amount 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 Representative, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Strategic Education, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 975,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representative(s) to the Company setting forth the principal amount 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 RepresentativeRepresentative(s), 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. Any such notice shall be given at least two business days prior to the Date of Delivery; provided that if such notice is given prior to the Closing Time, the Date of Delivery shall be the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Rockwell Medical, Inc.)

Option Securities. In addition, on the basis of the representations and warranties contained herein and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forthforth herein, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 240,000 shares of Option Securities at Series D Preferred Stock, on the price per Note same basis as set forth in Schedule I. Section 2(a) of this Agreement, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Braemar Hotels & Resorts Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up all (at any time) or any part (from time to an additional $3,150,000 principal amount time) of the Option Securities Securities, at the purchase price of US$[●] per Note set forth in Schedule I. Common 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. The option hereby granted will expire 30 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative to the Company setting forth the principal amount 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 Representative, but shall not be earlier than three full business days after delivery of such notice or later than seven full business days after the exercise delivery of said option, nor in any event prior to the Closing Timesuch notice. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Pyxis Tankers Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,500,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Catalyst Pharmaceuticals, Inc.)

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Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [●] shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Mxxxxxx Lxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Townsquare Media, LLC)

Option Securities. In addition, subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 [•] principal amount of Option Securities at the price per Note set forth in Schedule I. 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, 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. 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 I opposite the name of such Underwriter bears to the total principal amount of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notes.

Appears in 1 contract

Samples: Underwriting Agreement (Terra Property Trust, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 2,250,000 Common Shares at the price per Note share set forth in Schedule I. 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 purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Citigroup to the Company setting forth the principal amount 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 RepresentativeCitigroup, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative Underwriters in its sole their discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Purchase Agreement (PennyMac Mortgage Investment Trust)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,950,000 shares of Common Stock at $3,150,000 principal 21.90 per share, less an amount of 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 at the price per Note set forth in Schedule I. 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Underwriters to the Company setting forth the principal amount 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 RepresentativeUnderwriters, 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notes.

Appears in 1 contract

Samples: Underwriting Agreement (Colony Financial, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the U.S. Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 336,000 shares of Option Securities Common Stock at the price per Note share set forth in Schedule I. 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial U.S. Securities upon notice by the Representative U.S. Representatives to the Company setting forth the principal amount number of 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 (a "Date of Delivery") shall be determined by the RepresentativeU.S. 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 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 I A opposite the name of such U.S. Underwriter bears to the total principal amount number of Initial U.S. Securities, subject, subject in each case, case to such adjustments as the Representative U.S. Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Purchase Agreement (Contifinancial Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 14,052,840 ADSs, at the price per Note ADS set forth in Schedule I. A-1, less an amount per 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 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, but shall not be earlier than three full business days or later than seven full business days after the exercise of said option, except as otherwise agreed by the Representatives and the Company, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A-1 opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional NotesADSs.

Appears in 1 contract

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

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,800,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Achillion Pharmaceuticals Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative X.X. Xxxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Tubemogul Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 2,250,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Achillion Pharmaceuticals Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities Common Shares at the price per Note set forth in Schedule I. share of US$ , 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 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Paragon Shipping Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of 3,750,000 Units as Option Securities Securities, at the price per Note share set forth in Schedule I. A, less 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 Option Securities. The option hereby granted will expire 30 may be exercised for 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Activate Permanent Capital Corp.)

Option Securities. In addition, subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 [---] principal amount of Option Securities at the price per Note set forth in Schedule I. 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, 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. 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 I opposite the name of such Underwriter bears to the total principal amount of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notes.

Appears in 1 contract

Samples: Underwriting Agreement (Sachem Capital Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of [1,590,000] Option Securities Securities, as set forth in Schedule B, at the price per Note ADS set forth in Schedule I. C, less an amount, if any, per 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice two Business Days (as defined below) prior to the date and time of delivery specified therein by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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 I opposite the name of such Underwriter bears to the total principal amount of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notes.being

Appears in 1 contract

Samples: Underwriting Agreement (Bitauto Holdings LTD)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 787,500 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Tandem Diabetes Care Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 1,650,000 Common Shares at the price per Note share set forth in Schedule I. 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Mxxxxxx Lxxxx to the Company setting forth the principal amount 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 RepresentativeMxxxxxx Lxxxx, 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative Mxxxxxx Lxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Purchase Agreement (Labopharm Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,875,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Dynex Capital Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 3,375,000 shares of Option Securities Common Stock for the sole purpose of covering sales of shares in excess of the Initial Securities, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Geron Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [l] shares of Option Securities Class A Common Stock, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Authentic Brands Group Inc.)

Option Securities. In addition, subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 3,750,000 principal amount of Option Securities at the price per Note set forth in Schedule I. 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, 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. 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 I opposite the name of such Underwriter bears to the total principal amount of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notes.

Appears in 1 contract

Samples: Underwriting Agreement (Sachem Capital Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,500,000 shares of Option Securities Common Stock, as set forth in Schedule A, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (A.K.A. Brands Holding Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 127,500 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (LendingTree, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of 241,500 Option Securities at the price Purchase Price (less an amount per Note set forth in Schedule I. The share equal to any distributions declared by the Company and payable or paid to the holders of the Initial Securities but not payable or paid to the holders of the Option Securities from the Closing Date to the relevant Date of Delivery, as those terms are defined herein). Said option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part at any time and from time to time only for on or before the purpose 30th day after the date of covering overallotments made in connection with the offering and distribution of the Initial Securities this Agreement upon written notice by the Representative to the Company setting forth the principal amount of Option Securities as to which the several Underwriters are then exercising the option and the settlement time and date date. The amount of payment and delivery for Option Securities to be purchased by each Underwriter shall be the same percentage of the total amount of Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Initial Securities, plus any additional amount of Option SecuritiesSecurities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativeUnderwriter, 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. 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 I opposite the name of such Underwriter bears to the total principal amount of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notes.

Appears in 1 contract

Samples: Underwriting Agreement (Sotherly Hotels Lp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities [●] Ordinary Shares, at the price per Note ordinary share set forth in Schedule I. A, less an amount per ordinary 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Enzymotec Ltd.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of 3,375,000 Units as Option Securities Securities, at the price per Note Security set forth in Schedule I. A, less 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 Option Securities. The option hereby granted will expire 30 may be exercised for 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (FG New America Acquisition II Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 2,250,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Franklin Street Properties Corp /Ma/)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [—] shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Tandem Diabetes Care Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 1,500,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Longboard Pharmaceuticals, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Evercore in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: MiNK Therapeutics, Inc.

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount of Option Securities 1,125,000 Common Shares, as set forth in Schedule B, at the price per Note share set forth in Schedule I. 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 purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, but shall not be earlier than three nor later than seven five full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Government Properties Income Trust)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount [•] shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Tandem Diabetes Care Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 855,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Retail Opportunity Investments Partnership, LP)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 975,000 shares of Option Securities Common Stock, as set forth in Schedule B, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Retail Opportunity Investments Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 2,250,000 shares of Option Securities Common Stock, as set forth in Schedule A, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Rexford Industrial Realty, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 840,000 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, 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 to cover over-allotments. 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 and from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Tarsus Pharmaceuticals, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 543,750 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, 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 by the Company may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount 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 Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeTime nor sooner than the next trading day following delivery of such notice. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: INVO Bioscience, Inc.

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 900,000 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. A, 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative Representatives to the Company setting forth the principal amount 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 RepresentativeRepresentatives, 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. 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Armada Hoffler Properties, Inc.)

Option Securities. In addition, subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 [ * ] principal amount of Option Securities at the price per Note set forth in Schedule I. 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 overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, 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. 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 I opposite the name of such Underwriter bears to the total principal amount of Initial Securities, subject, in each case, to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notes.

Appears in 1 contract

Samples: Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up all (at any time) or any part (from time to an additional $3,150,000 principal amount time) of the Option Securities at the purchase price of US$[●] per Note set forth in Schedule I. Common 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. The option hereby granted will expire 30 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative to the Company setting forth the principal amount 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 Representative, but shall not be earlier than three full business days after delivery of such notice or later than seven full business days after the exercise delivery of said optionsuch notice, 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 I A opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, subject in each case, case to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Seanergy Maritime Holdings Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional $3,150,000 principal amount 2,250,000 shares of Option Securities Common Stock, at the price per Note share set forth in Schedule I. B, 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 pro rata from the Selling Shareholders based on the number of Option Securities set forth in Schedule A opposite the name of such Selling Shareholder at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative Representatives to the Company Selling Shareholders setting forth the principal amount 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 RepresentativeRepresentatives as set forth in the notice, 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. 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 I B opposite the name of such Underwriter bears to the total principal amount number of Initial Securities, subject, in each case, to such adjustments as the Representative Citi in its sole discretion shall make to eliminate any sales or purchases of fractional Notesshares.

Appears in 1 contract

Samples: Underwriting Agreement (Berry Plastics Group Inc)

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