Common use of Option Securities Clause in Contracts

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by an amount per Common Unit equal to any distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional units.

Appears in 4 contracts

Samples: Underwriting Agreement (QEP Midstream Partners, LP), Underwriting Agreement (CONE Midstream Partners LP), Underwriting Agreement (QEP Midstream Partners, LP)

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Option Securities. In addition, on For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representations and warranties herein contained and subject to the terms and conditions herein set forthFirm Units, the Partnership Company hereby grants to the Underwriters, severally and not jointly, Underwriters an option (the “Over-allotment Option”) to purchase, ratably in accordance with the number aggregate, up to t additional Common Shares and/or Pre-Funded Warrants to purchase Common Shares, representing 15% of Initial Securities the Firm Shares and Firm Pre-Funded Warrants sold in the offering from the Company (the “Option Shares” or “Option Pre-Funded Warrants,” as applicable) and/or up to t additional Warrants to purchase an aggregate of an additional t Common Shares, representing 15% of the Firm Warrants sold in the offering from the Company (the “Option Warrants”). The purchase price to be purchased by each Underwriterpaid per Option Share or Option Pre-Funded Warrant shall be equal to the price per Firm Share or Firm Pre-Funded Warrant set forth in Section 1.1.1(ii) hereof and the purchase price to be paid per Option Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Over-allotment Option is, all at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-Funded Warrants and Option Warrants together, solely Option Shares, Solely Option Pre-Funded Warrants, solely Option Warrants, or a portion of any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Firm Units and the Option Securities at a price per Common Unit equal to the Purchase Price are collectively referred to in Section 2(a) above; provided that as the price per “Securities.” The Securities and the Underlying Common Unit for any Option Shares (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall be reduced by an amount per Common Unit equal to any distributions declared, paid or payable issued directly by the Partnership on Company and shall have the Initial Securities but not payable on such Option Securitiesrights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option Firm Warrants and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) Warrants, if any, shall be determined by issued pursuant to, and shall have the Representativesrights and privileges set forth in, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)a warrant agreement, nor in any event prior to dated on or before the Closing Date, between the Company and Computershare Inc. and its wholly-owned subsidiary, Computershare Trust Company, N.A., collectively as warrant agent (the “Warrant Agreement”). If The certificate (the option is exercised “Pre-Funded Warrant Certificate”) evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be in the form attached hereto as to all or any portion Exhibit A. The offering and sale of the Option Securities, the Partnership will sell Public Securities is herein referred to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional units“Offering”.

Appears in 4 contracts

Samples: Underwriting Agreement (BriaCell Therapeutics Corp.), Underwriting Agreement (BriaCell Therapeutics Corp.), Underwriting Agreement (BriaCell Therapeutics Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase up to the total number of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities set forth above at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to each of the Underwriters the total number of Option Securities then being purchasedUnderwriters, and each of the Underwriters, acting severally and not jointly, will purchase from the Company, that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 3 contracts

Samples: Underwriting Agreement (SeaSpine Holdings Corp), Underwriting Agreement (SeaSpine Holdings Corp), SeaSpine Holdings Corp

Option Securities. In additionIf the Issuer shall issue, on the basis of the representations and warranties herein contained and subject sell, distribute or otherwise grant in any manner any rights to the terms and conditions herein set forth, the Partnership hereby grants to the Underwriters, severally and not jointly, an option subscribe for or to purchase, ratably in accordance with or any warrants or options for the number of Initial Securities to be purchased by each Underwriterpurchase of, all common stock or a portion of the any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities at a price per Common Unit equal or the rights to the Purchase Price referred to convert or exchange any such Convertible Securities in Section 2(a) above; provided that respect of such Option Securities are immediately exercisable, and the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Unit Stock immediately prior to such issuance, sale, distribution or grant, then, for any purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be reduced by an amount per Common Unit equal deemed to any distributions declared, paid or payable by have been issued as of the Partnership on the Initial Securities but not payable on date of granting of such Option SecuritiesSecurities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. The option hereby granted will expire at 11:59 P.M. Except as otherwise provided in subsection (New York City timee) on below, no additional adjustment of the 30th day after Exercise Price shall be made upon the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership setting forth the number actual exercise of such Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name upon conversion or exchange of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Convertible Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional units.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Murdock Communications Corp), Murdock Communications Corp

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the [·] Option Securities at a price per Common Trust Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Trust Unit for any Option Securities shall be reduced by an amount per Common Trust Unit equal to any dividends or distributions declared, paid or payable by the Partnership Trust on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Trust and the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 1011), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters all of the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional units.

Appears in 2 contracts

Samples: Underwriting Agreement (PermRock Royalty Trust), Underwriting Agreement (Boaz Energy II, LLC)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities to be purchased by each Underwriter, all or a portion of purchase the Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, declared by the Company and paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 1011), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 2 contracts

Samples: Underwriting Agreement (Angel Oak Mortgage, Inc.), Underwriting Agreement (Angel Oak Mortgage, Inc.)

Option Securities. In addition, on For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representations and warranties herein contained and subject to the terms and conditions herein set forthFirm Units, the Partnership Company hereby grants to the Underwriters, severally and not jointly, Underwriters an option to purchasepurchase from the Company up to 300,000 additional shares of Common Stock (the “Option Shares”) and up to 300,000 additional warrants, ratably each exercisable for one share of Common Stock at an exercise price of $4.00 (the “Option Warrants”), or any combination thereof (collectively, the “Option Securities”), representing fifteen percent (15%) of each of (i) the Firm Shares and (ii) the Firm Warrants sold in accordance with the number of Initial Securities to be purchased by each Underwriter, all or a portion of offering (the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any “Over-allotment Option”). The Option Securities shall be reduced by an amount per Common Unit equal to any distributions declared, paid or payable by purchased for the Partnership on account of each of the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on several Underwriters in the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership setting forth same proportion as the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the RepresentativesFirm Units, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof’s name on Schedule 1 hereto, bears to the total number of Initial Firm Units (subject to adjustment by the Representative to eliminate fractions). No Option Securities shall be sold or delivered unless the Firm Units previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Securities, subject in each case or any portion thereof, may be exercised from time to such adjustments time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid per Option Share shall be $3.99, and the purchase price to be paid per Option Warrant shall be $0.01. The Firm Warrants and the Option Warrants are hereinafter collectively referred to as the Representatives in their discretion shall make “Warrants.” The shares of Common Stock, into which the Warrants are exercisable are hereinafter referred to eliminate any sales or purchases as the “Warrant Shares.” The Firm Units, the Option Securities and Warrant Shares are hereinafter collectively referred to as the “Public Securities.” The offering and sale of fractional unitsthe Public Securities is hereinafter referred to as the “Offering.

Appears in 2 contracts

Samples: Underwriting Agreement (Opti-Harvest, Inc.), Underwriting Agreement (Opti-Harvest, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase up to the number of Option Securities which bears the same proportion to the total number of Option Securities to be purchased on such Option Closing Date (as defined below) as the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter bears to be purchased by each Underwriter, all or a portion the total number of the Option Initial Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than two, nor later than seven seven, full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional units.

Appears in 2 contracts

Samples: Underwriting Agreement (Northwest Natural Holding Co), Northwest Natural Holding Co

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the [ ] Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchasedpurchased which the number of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 2 contracts

Samples: Underwriting Agreement (TriplePoint Venture Growth BDC Corp.), Underwriting Agreement (TriplePoint Venture Growth BDC Corp.)

Option Securities. In addition, on For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representations and warranties herein contained and subject to the terms and conditions herein set forthFirm Securities, the Partnership Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase in the aggregate up to [●] additional shares of Common Stock and/or Pre-Funded Warrants, representing fifteen percent (15%) of the Firm Shares and Firm Pre-Funded Warrants sold in the offering from the Company (the “Option Shares or “Option Pre-Funded Warrants, as applicable”) and/or up to [ ] additional Warrants to purchase an aggregate of an additional [ ] shares of Common Stock, representing 15% of the Firm Warrants sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-Funded Warrant shall be equal to the price per Firm Share or Firm Pre-Funded Warrant set forth in Section 1.1.1(ii) hereof and the purchase price to be paid per Option Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, severally for Option Shares and not jointlyOption Warrants together, Option Pre-Funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-Funded Warrants, solely Option Warrants, or any combination thereof (each, an option to purchase“Option Security” and collectively, ratably in accordance with the number of Initial “Option Securities”). The Firm Securities to be purchased by each Underwriter, all or a portion of and the Option Securities at a price per Common Unit equal to the Purchase Price are collectively referred to in Section 2(a) above; provided that as the price per Common Unit for any Option “Securities.” The Securities and the Underlying Shares (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall be reduced by an amount per Common Unit equal to any distributions declared, paid or payable issued directly by the Partnership on Company and shall have the Initial Securities but not payable on such Option Securitiesrights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option Firm Warrants and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) Warrants, if any, shall be determined by issued pursuant to, and shall have the Representativesrights and privileges set forth in, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)a warrant agreement, nor in any event prior to dated on or before the Closing Date, between the Company and Transfer Online, Inc. as warrant agent (the “Warrant Agreement”). If The certificate (the option is exercised “Pre-Funded Warrant Certificate”) evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be in the form attached hereto as to all or any portion Exhibit A. The offering and sale of the Option Securities, the Partnership will sell Public Securities is hereinafter referred to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional units“Offering.

Appears in 2 contracts

Samples: Underwriting Agreement (QSAM Biosciences, Inc.), Underwriting Agreement (QSAM Biosciences, Inc.)

Option Securities. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, shall have the Partnership hereby grants option to the Underwriterspurchase, severally and not jointly, an option from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from August 21, 2017 to purchasethe date of payment and delivery. If any Option Securities are to be purchased, ratably in accordance with the number principal amount of Initial Option Securities to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities Underwriter shall be reduced by an the principal amount per Common Unit equal to any distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership setting forth the number of Option Securities as to which bears the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior same ratio to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which as the number principal amount of Initial Underwritten Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which Underwriter in Schedule 1 hereto (or such Underwriter may become obligated to purchase pursuant to the provisions of amount increased as set forth in Section 10 12 hereof, ) bears to the total number aggregate principal amount of Initial SecuritiesUnderwritten Securities being purchased from the Company by the several Underwriters, subject in each case subject, however, to such adjustments to eliminate Securities in denominations other than $1,000.00 as the Representatives in their sole discretion shall make make. The Underwriters may, by notice as provided in the immediately following sentence, exercise the option to eliminate purchase Option Securities at any sales time in whole, or purchases in part, provided that the Additional Closing Date with respect thereto will in no event be (x) earlier than the Closing Date; (y) later than the thirteenth day from, and including, the Closing Date; or (z) later than the tenth full business day (as hereinafter defined) after the date of fractional unitssuch notice. Such option may be exercised by written notice from the Representatives to the Company setting forth the aggregate principal amount of Option Securities plus accrued interest, if any, as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 2 contracts

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

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase up to the number respective numbers of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities from the Company at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be earlier than two full business days after the exercise of such option (unless such option is exercised concurrently with the Closing Date) or later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which as the number of Initial Securities set forth in Exhibit A hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Initial Securities, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares, provided that the total number of Securities shall not be reduced by such adjustment.

Appears in 2 contracts

Samples: Underwriting Agreement (Carvana Co.), Underwriting Agreement (Carvana Co.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby Company grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date nor, unless the Representatives and the Company otherwise agree in writing or such Option Closing Date is on the Closing Date, earlier than two business days after the exercise of such option. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 2 contracts

Samples: Underwriting Agreement (Insys Therapeutics, Inc.), Underwriting Agreement (Insys Therapeutics, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities to be purchased by each Underwriter, all or a portion of purchase the Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 1011 hereof), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 2 contracts

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

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase up to the number respective numbers of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities set forth in Exhibit A hereto at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) abovehereof; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 1010 hereof), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters Underwriters, severally and not jointly, the total respective number of Option Securities then being purchasedset forth in Exhibit A hereto (or, if applicable, the proportion thereof as set forth below), and each of the UnderwritersUnderwriter, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which that the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 2 contracts

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

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase up to the number respective numbers of Initial Option Securities to be purchased by each Underwriter, all or a portion set forth opposite the names of the Option Securities Underwriters in Exhibit A hereto at a price per Common Unit ADS equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit ADS for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives Representative to the Partnership Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 2 contracts

Samples: Underwriting Agreement (RedHill Biopharma Ltd.), Underwriting Agreement (RedHill Biopharma Ltd.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the [ ] Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above, for the sole purpose of covering over-allotments in connection with the sale of the Initial Securities; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, payable or paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total that number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Newlink Genetics Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the [ • ] Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above, for the sole purpose of covering over-allotments in connection with the sale of the Initial Securities; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, payable or paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total that number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Energy & Exploration Partners, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the [—] Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above, for the sole purpose of covering over-allotments in connection with the sale of the Initial Securities; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, payable or paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total that number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Taylor & Martin Group Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase up to the number of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Us Ecology, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number purchase up to 772,500 shares of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) the close of business on the 30th day after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering over allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (PDC Energy, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby Company grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the 4,000,000 Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) abovePrice; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto Schedule I opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Zogenix, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an option to purchase, ratably in accordance with the number aggregate of Initial Securities to be purchased by each Underwriter, all or a portion of the 2,250,000 Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchased, purchased and each of the UnderwritersUnderwriter agrees, acting severally and not jointly, will to purchase the number of Option Securities that bears the same proportion of to the total number of Option Securities then being to be purchased which as the number of Initial Securities set forth in on Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Triangle Petroleum Corp)

Option Securities. In addition, on For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representations and warranties herein contained and subject to the terms and conditions herein set forthClosing Units, the Partnership Company hereby grants to the Underwriters, severally and not jointly, Underwriters an option (the “Over-Allotment Option”) to purchasepurchase up to [●] additional shares of Common Stock, ratably representing fifteen percent (15%) of the Closing Shares sold in accordance the offering, (the “Option Shares”) and/or up to [●] Warrants to purchase an aggregate of an additional [●] shares of Common Stock, representing fifteen percent (15%) of the Closing Warrants sold in the offering, (the “Option Warrants” and, collectively with the number of Initial Securities to be purchased by each UnderwriterOption Shares, all or a portion of the “Option Securities”). The Option Shares and the Option Securities at a price per Common Unit equal Warrants shall be identical in all respects to the Purchase Price referred to in Section 2(a) above; provided that Closing Shares and the price per Common Unit for any Closing Warrants, respectively. The Option Securities shall be reduced by an amount per Common Unit equal to any distributions declared, paid or payable by purchased for the Partnership on account of each of the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on several Underwriters in the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership setting forth same proportion as the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the RepresentativesUnits, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof’s name on Schedule 1 hereto, bears to the total number of Initial Closing Units (subject to adjustment by the Representative to eliminate fractions). No Option Shares or Option Warrants shall be sold or delivered unless the Closing Shares and Closing Warrants previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Securities, subject or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid per Option Share shall be equal to the price per Closing Unit set forth in Section 1.1.1 hereof less $0.01 allocated to each case Option Warrant, and the purchase price to such adjustments be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Closing Securities and the Option Securities are hereinafter referred to together as the Representatives in their discretion shall make “Public Securities.” The offering and sale of the Public Securities is herein referred to eliminate any sales or purchases of fractional unitsas the “Offering.

Appears in 1 contract

Samples: Underwriting Agreement (Epien Medical, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an option to purchaseadditional 1,950,000 Ordinary Shares, ratably as set forth in accordance with the number of Initial Securities to be purchased by each UnderwriterSchedule B, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule A, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day may be exercised for 30 calendar days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representatives to the Partnership Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an a Option Closing DateDate of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional unitsshares. Delivery of the Option Securities by the Selling Shareholder shall be made by way of the following steps: (i) the cancellation of the depositary receipts representing the Option Securities by the CS Depositary Nominee, as nominee of Computershare Trustees (Jersey) Limited, (ii) the transfer of the Option Securities from the CS Depositary Nominee to Cede & Co. (as nominee for DTC), (iii) the registration of the Option Securities in the name of Cede & Co., and (iv) the crediting of such Option Securities on the books of DTC to respective accounts of the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (OM Asset Management PLC)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Selling Shareholders hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an option to purchaseadditional [·] shares of Common Stock, ratably as set forth in accordance with the number of Initial Securities to be purchased by each UnderwriterSchedule B, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by an amount per Common Unit equal to any distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. share set forth in Schedule C. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 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 Representatives to the Partnership Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an a Option Closing DateDate of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and (1) each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares, and (2) each Selling Shareholder, severally and not jointly, will sell the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Securities to be sold as the number of Option Securities set forth in Schedule B opposite the name of such Selling Shareholder bears to the total number of Option Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Safety-Kleen, Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the 2,025,000 Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchasedset forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

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

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the other terms and conditions herein set forthforth in this Agreement, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase from the number of Initial Securities Company up to be purchased by each Underwriter, all or a portion of the 330,579 Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) aboveper share; provided that the price Purchase Price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof Execution Time and may be exercised in whole or in part from time to time in one or more (but not more than three) installments, including at the Closing Date, upon written notice by the Representatives Representative to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option to purchase and the time and date of payment and delivery for such Option Securities. Any such time and date of payment for and delivery of such Option Securities (an “Option Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option to purchase is exercised as to all or any portion of the Option Securities, the Partnership Company will issue and sell to the Underwriters the total number of Option Securities then being purchasedUnderwriters, severally and not jointly, and each of the Underwriters, acting severally and not jointly, will purchase from the Company that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Capital Southwest Corp

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Selling Stockholders hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to 750,000 Option Securities from the Selling Stockholders, with each Selling Stockholder granting an option to purchase, ratably in accordance with the purchase up to that number of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities set forth opposite such Selling Stockholder’s name on Schedule B hereto, at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule A hereto, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 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 upon notice by the Representatives to the Partnership Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an a Option Closing DateDate of Delivery”) shall be determined by the Representatives, but shall not not, without the consent of the Company, be earlier than two full business days or later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Xponential Fitness, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an option to purchaseadditional 3,750,000 Ordinary Shares, ratably as set forth in accordance with the number of Initial Securities to be purchased by each UnderwriterSchedule B, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share of $25.25, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives Representative to the Partnership Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an a Option Closing DateDate of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional unitsshares. In the event and to the extent that the Underwriters exercise the option to purchase Option Securities, the number of Option Securities to be so purchased from each applicable Selling Shareholder on the applicable Date of Delivery shall bear the same proportion to the maximum number of Option Securities to be sold by such Selling Shareholder as the maximum number of Option Securities set forth in Schedule B hereto opposite the name of such Selling Shareholder bears to the total number of Option Securities that may be purchased hereunder (subject to such adjustments to eliminate fractional shares as the Representative may determine).

Appears in 1 contract

Samples: CLARIVATE PLC

Option Securities. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, shall have the Partnership hereby grants option to the Underwriterspurchase, severally and not jointly, an option from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from March 17, 2014 to purchasethe date of payment and delivery. If any Option Securities are to be purchased, ratably in accordance with the number principal amount of Initial Option Securities to be purchased by each UnderwriterUnderwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Section 12 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, all or a portion of subject, however, to such adjustments to eliminate Securities in denominations other than $1,000.00 as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at a price per Common Unit equal to any time in whole, or in part, on or before the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by an amount per Common Unit equal to any distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th thirtieth day after following the date hereof and may be exercised in whole or in part of the Prospectus, by written notice from time to time upon notice by the Representatives to the Partnership setting Company. Such notice shall set forth the number aggregate principal amount of Option Securities plus accrued interest, if any, as to which the several Underwriters are then exercising the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of payment and delivery for such Option Securities. Any notice (unless such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless are postponed in accordance with the provisions of Section 1012 hereof), nor in any event . Any such notice shall be given at least two business days prior to the Closing Date. If the option is exercised as to all or any portion date and time of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsdelivery specified therein.

Appears in 1 contract

Samples: Management Agreement (Apollo Commercial Real Estate Finance, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase an option aggregate of up to purchasean additional 3,264,720 Ordinary Shares, ratably as set forth in accordance with the number of Initial Securities to be purchased by each UnderwriterSchedule B, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule A, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 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 upon notice by the Representatives to the Partnership Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an a Option Closing DateDate of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional units.shares. Delivery of the Option Securities by the Selling Shareholder shall be made by way of the following steps: (i) the transfer of legal title to the Initial Securities from the CS Depositary Nominee to Cede (as nominee for DTC), (ii) the registration of the Option Securities in the name of Cede, (iii) the crediting of such Option Securities on the books of DTC to respective accounts of the Underwriters, and (iv) the cancellation of the depositary receipts representing the Option Securities issued by GTU Ops Inc.

Appears in 1 contract

Samples: Underwriting Agreement (Venator Materials PLC)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase up to the number respective numbers of Initial Option Securities to be purchased by each Underwriter, all or a portion set forth opposite the names of the Option Securities Company in Exhibit H hereto at a price per Common Unit share equal to the Purchase Price price per Initial Security referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)11, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchasedpurchased which the number of Option Securities set forth in Exhibit H opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit H, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Ares Commercial Real Estate Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an option to purchaseadditional 5,769,230 Ordinary Shares, ratably as set forth in accordance with the number of Initial Securities to be purchased by each UnderwriterSchedule B, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share of $25.22, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives Representative to the Partnership Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an a Option Closing DateDate of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional unitsshares. In the event and to the extent that the Underwriters exercise the option to purchase Option Securities, the number of Option Securities to be so purchased from each applicable Selling Shareholder on the applicable Date of Delivery shall bear the same proportion to the maximum number of Option Securities to be sold by such Selling Shareholder as the maximum number of Option Securities set forth in Schedule B hereto opposite the name of such Selling Shareholder bears to the total number of Option Securities that may be purchased hereunder (subject to such adjustments to eliminate fractional shares as the Representative may determine).

Appears in 1 contract

Samples: Underwriting Agreement (CLARIVATE PLC)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities to be purchased by each Underwriter, all or a portion of purchase the Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Velocity Financial, LLC)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase up to the number of Option Securities which bears the same proportion to the total number of Option Securities to be purchased on such Option Closing Date (as defined below) as the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter bears to be purchased by each Underwriter, all or a portion the total number of the Option Initial Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over‑allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be earlier than two, nor later than seven seven, full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional units.

Appears in 1 contract

Samples: Underwriting Agreement (Northwest Natural Gas Co)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number purchase up to 221,250 shares of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) abovehereof; provided provided, that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 1010 hereof), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total such number of the Option Securities then being purchasedSecurities, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which that the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

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

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Selling Shareholder hereby grants an option to the U.S. Underwriters, severally and not jointly, to purchase up to an option to purchase, ratably in accordance with the number additional ____________ shares of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities Common Stock at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule B, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial U.S. Securities but not payable on such the U.S. Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial U.S. Securities upon notice by the Representatives Global Coordinator to the Partnership Company and the Selling Shareholder setting forth the number of U.S. Option Securities as to which the several U.S. Underwriters are then exercising the option and the time and date of payment and delivery for such U.S. Option Securities. Any such time and date of delivery for the Option Securities (an “Option Closing Date”a "Date of Delivery") shall be determined by the RepresentativesGlobal Coordinator, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime, as hereinafter defined. If the option is exercised as to all or any portion of the U.S. Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and 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 Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such U.S. Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial U.S. Securities, subject in each case to such adjustments as the Representatives Global Coordinator in their its discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Purchase Agreement (Republic Services Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the 975,000 Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchasedset forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

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

Option Securities. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, shall have the Partnership hereby grants option to the Underwriterspurchase, severally and not jointly, an option from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from October 5, 2018 to purchasethe date of payment and delivery. If any Option Securities are to be purchased, ratably in accordance with the number principal amount of Initial Option Securities to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities Underwriter shall be reduced by an the principal amount per Common Unit equal to any distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership setting forth the number of Option Securities as to which bears the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior same ratio to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which as the number principal amount of Initial Underwritten Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which Underwriter in Schedule 1 hereto (or such Underwriter may become obligated to purchase pursuant to the provisions of amount increased as set forth in Section 10 12 hereof, ) bears to the total number aggregate principal amount of Initial SecuritiesUnderwritten Securities being purchased from the Company by the several Underwriters, subject in each case subject, however, to such adjustments to eliminate Securities in denominations other than $1,000.00 as the Representatives in their sole discretion shall make make. The Underwriters may, by notice as provided in the immediately following sentence, exercise the option to eliminate purchase Option Securities at any sales time in whole, or purchases in part, provided that the Additional Closing Date with respect thereto will in no event be (x) earlier than the Closing Date; (y) later than the thirteenth day from, and including, the Closing Date; or (z) later than the tenth full business day (as hereinafter defined) after the date of fractional unitssuch notice. Such option may be exercised by written notice from the Representatives to the Company setting forth the aggregate principal amount of Option Securities plus accrued interest, if any, as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

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

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the 937,500 Option Securities at a price per Common Trust Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Trust Unit for any Option Securities shall be reduced by an amount per Common Trust Unit equal to any dividends or distributions declared, paid or payable by the Partnership Trust on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Trust and the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 1011), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters all of the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional units.

Appears in 1 contract

Samples: Underwriting Agreement (PermRock Royalty Trust)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the U.S. Underwriters, severally and not jointly, to purchase up to an option to purchaseadditional shares of Common Stock, ratably as set forth in accordance with the number of Initial Securities to be purchased by each UnderwriterSchedule B, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule C, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial U.S. Securities but not payable on such the U.S. Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial U.S. Securities upon notice by the Representatives Global Coordinator to the Partnership Company setting forth the number of U.S. Option Securities as to which the several U.S. Underwriters are then exercising the option and the time and date of payment and delivery for such U.S. Option Securities. Any such time and date of delivery for the U.S. Option Securities (an “Option Closing Date”a "Date of Delivery") shall be determined by the RepresentativesGlobal Coordinator, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)such option, nor in any event prior to the Closing DateTime, as hereinafter defined. If the option is exercised as to all or any portion of the U.S. Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and 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 Exhibit Schedule A hereto opposite the name of such U.S. Underwriter, plus any additional number of Initial U.S. Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial U.S. Securities, subject in each case to such adjustments as the Representatives Global Coordinator in their its discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Purchase Agreement (Us Foodservice/Md/)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with acquire through the number facilities of Initial DTC by way of a crediting of such Securities on the books of DTC to be purchased by each Underwriter, all or a portion securities accounts of the Option Securities Underwriters up to an additional 1,050,000 Ordinary Shares of, as set forth in Schedule B, at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule A, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment for the sale and delivery for transfer of such Option Securities. Any such time and date of delivery sale and transfer (an a Option Closing DateDate of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase acquire through the facilities of DTC by way of a crediting of such Securities on the books of DTC to securities accounts of the Underwriters that proportion of the total number of Option Securities then being purchased acquired which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (FleetMatics Group PLC)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an option to purchase, ratably in accordance with the number of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities additional [•] Common Shares at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule C, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 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 Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an a Option Closing DateDate of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares. In addition, in connection with the sale of any Option Securities, the Manager agrees to pay to Xxxxxxx Xxxxx, for the account of the Underwriters, the amount per Option Security set forth on Schedule C for each Option Security purchased by such Underwriter (the “Option Securities Manager Offering Payment,” and collectively with the Initial Securities Manager Offering Payment, the “Manager Offering Payments”).

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 herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase up to the number respective numbers of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representatives, but shall not be earlier than two full business days after the exercise of said option or later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchasedpurchased which the number of Option Securities bears to the total number of Option Securities, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Emageon Inc

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number purchase up to $7,500,000 aggregate principal amount of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by an amount per Common Unit equal above (without giving effect to any distributions declaredaccrued interest from the Closing Date referred to in Section 2(c) hereof to the relevant Option Closing Date, paid or payable by as defined below) (the Partnership on the Initial Securities but not payable on such Option SecuritiesPurchase Price”). The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters that proportion of the total number aggregate principal amount of Option Securities then being purchasedpurchased which the aggregate principal amount of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number aggregate principal amount of Option Securities then being purchased which the number aggregate principal amount of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number aggregate principal amount of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional units.

Appears in 1 contract

Samples: Underwriting Agreement (TriplePoint Venture Growth BDC Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the Option Securities 900,000 Units at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by an amount per Common Unit equal to any dividends or distributions declared, paid or payable declared by the Partnership and payable or paid on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total that number of Option Securities then being purchasedas to which the Underwriters are exercising the Option, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their discretion shall make to eliminate any sales or purchases of fractional unitsUnits.

Appears in 1 contract

Samples: Underwriting Agreement (Legacy Reserves L P)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase from the Selling Shareholders up to an option to purchase, ratably additional 900,000 shares of Common Stock solely for the purpose of covering over-allotments made in accordance connection with the number of Initial Securities to be purchased by each Underwriter, all or a portion offering of the Option Securities Initial Securities, as set forth in Schedule B, at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule A, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 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 upon notice by the Representatives to the Partnership Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an a Option Closing DateDate of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased purchased, which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional unitsshares, and the Selling Shareholders shall sell, acting severally and not jointly, such Option Securities in the proportion of the number of Option Securities set forth in Schedule B opposite the name of such Selling Shareholder.

Appears in 1 contract

Samples: Underwriting Agreement (MP Materials Corp. / DE)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company, hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an option to purchase, ratably in accordance with the number additional [●] shares of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities common stock at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven (7) full business days after the exercise of said option nor in any event prior to the Closing Date (unless postponed in accordance with the provisions of Section 1010 hereof), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares. In addition, in connection with the sale of any Option Securities, the Adviser agrees to make the Adviser Sales Load Payment with respect to such Option Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Palmer Square Capital BDC Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number purchase up to 522,000 shares of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) the close of business on the 30th day after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (PDC Energy, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an option to purchaseadditional [ ] Ordinary Shares, ratably as set forth in accordance with the number of Initial Securities to be purchased by each UnderwriterSchedule B, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule A, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day may be exercised for 30 calendar days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representatives to the Partnership Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an a Option Closing DateDate of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional unitsshares. Delivery of the Option Securities by the Selling Shareholder shall be made by way of the following steps: (i) the cancellation of the depositary receipts representing the Option Securities by the CS Depositary Nominee, as nominee of Computershare Trustees (Jersey) Limited, (ii) the transfer of the Option Securities from the CS Depositary Nominee to Cede & Co. (as nominee for DTC), (iii) the registration of the Option Securities in the name of Cede & Co., and (iv) the crediting of such Option Securities on the books of DTC to respective accounts of the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (OM Asset Management PLC)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an option to purchaseadditional [—] shares of Common Stock, ratably in accordance with the number of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule C, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 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 Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an a Option Closing DateDate of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives Deutsche Bank in their its sole discretion shall make to eliminate any sales or purchases of fractional units.shares. In addition, in connection with the sale of any Option Securities, Xxxxxx, Xxxxxx agrees to pay to Deutsche Bank, for the account of the Underwriters, the amount per Option Security set forth on Schedule C for each Option Security purchased by such Underwriter (the “Option Securities AG Offering Payment,” and collectively with the Initial Securities AG Offering Payment, the “AG Offering Payments”)

Appears in 1 contract

Samples: Underwriting Agreement (AG Mortgage Investment Trust, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership each Selling Stockholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to the additional number of shares of Common Stock specified with respect to such Selling Stockholder in the column entitled “Maximum Number of Option Securities” on Schedule B hereto (· shares of Common Stock in the aggregate for all Selling Stockholders) and the Company hereby grants an option to purchasethe Underwriters, ratably severally and not jointly, to purchase up to an additional · shares of Common Stock, in accordance with the number of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities case at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule C, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. If the Underwriters elect to exercise the option hereby granted by the Selling Stockholders and the Company in part, the Underwriters hereby agree to purchase all of the Options Securities of the Selling Stockholders prior to purchasing any Option Securities of the Company; if less than all of the Option Securities of the Selling Stockholders are to be purchased, then the Underwriters shall purchase from each Selling Stockholder a number of Option Securities equal to the portion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Schedule B opposite the name of such Selling Stockholder bears to the total number of Option Securities of all Selling Stockholders, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 30 days after the date hereof and may be exercised in whole or in part from time to time time, only for the purpose of covering over allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Selling Stockholders and the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an a Option Closing DateDate of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Purchase Agreement (Ventas Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase an option aggregate of up to purchasean additional [·] Ordinary Shares, ratably as set forth in accordance with the number of Initial Securities to be purchased by each UnderwriterSchedule B, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule A, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 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 upon notice by the Representatives to the Partnership Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an a Option Closing DateDate of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional units.shares. Delivery of the Option Securities by the Selling Shareholder shall be made by way of the following steps: (i) the transfer of legal title to the Initial Securities from the CS Depositary Nominee to Cede (as nominee for DTC), (ii) the registration of the Option Securities in the name of Cede, (iii) the crediting of such Option Securities on the books of DTC to respective accounts of the Underwriters, and (iv) the cancellation of the depositary receipts representing the Option Securities issued by GTU Ops Inc.

Appears in 1 contract

Samples: Underwriting Agreement (Venator Materials PLC)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the 750,000 Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchasedpurchased which the number of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (TriplePoint Venture Growth BDC Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company and the Option Shareholders, acting severally and not jointly hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an option additional l shares of Common Stock, including up to purchase, ratably in accordance with the number an additional l shares of Initial Securities to be purchased by each Underwriter, all or a portion of Common Stock from the Option Securities Shareholders in the respective amounts set forth opposite their names in Schedule C, at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule D, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 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 Representatives Xxxxxxx Xxxxx and Xxxxxx Brothers to the Partnership Company and the Option Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an a Option Closing DateDate of Delivery”) shall be determined by the RepresentativesXxxxxxx Xxxxx and Xxxxxx Brothers, but shall be no sooner than two full business days before, and not be later than seven full business days after after, the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, and the Company and each of the Option Shareholders, acting severally and not jointly, will sell that proportion of the of total number of Option Securities then being purchased by the Underwriters, in the case of the Company, which bears to the total number of Option Securities and, in the case of Option Shareholders, which the Maximum Number of Option Securities to be Sold set forth in Schedule C opposite the name of such Option Shareholder bears to the total number of Option Securities, subject in each case to such adjustments as the Representatives Xxxxxxx Xxxxx and Xxxxxx Brothers in their its discretion shall make to eliminate any sales or purchases of fractional units.shares

Appears in 1 contract

Samples: Purchase Agreement (Iconix Brand Group, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the 600,000 Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Biocryst Pharmaceuticals Inc)

Option Securities. In addition, on On the basis of the representations and warranties herein contained and contained, but subject to the terms and conditions herein set forth, the Partnership Company hereby grants to the Underwritersseveral Underwriters an option to purchase, severally and not jointly, an option in the aggregate, up to purchase[●] Ordinary Shares (the “Option Shares”), ratably in accordance Series A warrants (the “Series A Option Warrants”) to purchase up to [●] Ordinary Shares (the “Series A Option Warrant Shares”), and Series B warrants (the “Series B Option Warrants” and together with the number of Initial Securities Series A Option Warrants, the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) to purchase up to [●] Ordinary Shares (the “Series B Option Warrant Shares” and together with the Series A Option Warrant Shares, the “Option Warrant Shares”),which may be purchased by each Underwriter, all or a portion in any combination of Option Shares and/or Option Warrants at the Option Securities at a price per Common Unit equal to the Share Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by an amount per Common Unit equal to any distributions declaredand/or Warrant Purchase Price, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securitiesrespectively. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and hereunder may be exercised in whole or in part from at any time to time (but not more than once) within 45 days after the date of the Prospectus (as defined below) upon notice (confirmed in writing) by the Representatives Representative to the Partnership Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time date and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be time, as determined by the RepresentativesRepresentative, when the Option Securities are to be delivered, but shall not be in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) or later than seven full business days the tenth Business Day after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If date on which the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total shall have been exercised. The number of Option Securities then being purchased, and to be purchased by each of Underwriter shall be the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Securities then being to be purchased which by the Underwriters as the number of Initial Firm Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions is of Section 10 hereof, bears to the total number of Initial SecuritiesFirm Securities to be purchased by the Underwriters, subject as adjusted by the Representative in each case to such adjustments manner as the Representatives in their discretion Representative deems advisable to avoid fractional shares. No Option Securities shall make to eliminate any sales be sold and delivered unless the Firm Securities previously have been, or purchases of fractional unitssimultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (Elite Education Group International LTD)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants Selling Shareholders, acting severally and not jointly, may grant, if so provided in the applicable Terms Agreement, an option to the Underwriters, severally and not jointly, to purchase up to an option to purchase, ratably in accordance with the additional number of Initial Securities to be purchased by each Underwritershares of Common Stock from the Selling Shareholders as set forth therein, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth therein, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 30 days after the date hereof of such Terms Agreement and may be exercised in whole or in part (ratably among the Selling Shareholders) from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities each such Underwriter has agreed to purchase as set forth in Exhibit A hereto the applicable Terms Agreement opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, and the Selling Stockholders, acting severally and not jointly, shall sell that proportion of the total number of Option Securities then being purchased which the number of Initial Securities each such Selling Shareholder has agreed to sell as set forth in the applicable Terms Agreement opposite the name of such Selling Shareholder bears to the total number of Initial Securities being sold by the Selling Shareholders, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Terms Agreement (American Axle & Manufacturing Holdings Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the 1,950,000 Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchasedset forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

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

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchasedpurchased which the number of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: TriplePoint Venture Growth BDC Corp.

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Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants Selling Shareholders, acting severally and not jointly, may grant, if so provided in the applicable Terms Agreement, an option to the Underwriters, severally and not jointly, to purchase up to an option to purchase, ratably in accordance with the additional number of Initial Securities to be purchased by each Underwritershares of Common Stock from the Selling Shareholders as set forth therein, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth therein, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 30 days after the date hereof of such Terms Agreement and may be exercised in whole or in part (ratably among the Selling Shareholders) from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities each such Underwriter has agreed to purchase as set forth in Exhibit A hereto the applicable Terms Agreement opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, and the Selling Shareholders, acting severally and not jointly, shall sell that proportion of the total number of Option Securities then being purchased which the number of Initial Securities each such Selling Shareholder has agreed to sell as set forth in the applicable Terms Agreement opposite the name of such Selling Shareholder bears to the total number of Initial Securities being sold by the Selling Shareholders, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (American Axle & Manufacturing Holdings Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby Company grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Zogenix, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase up to the number respective numbers of Initial Option Securities to be purchased by each Underwriter, all or a portion set forth opposite the names of the Option Securities Company in Exhibit H hereto at a price per Common Unit share equal to the Purchase Price price per Initial Security referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)11, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchasedpurchased which the number of Option Securities set forth in Exhibit H opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit H, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares. In connection with the sale of any Option Securities, the Manager, on its own behalf and for its own business reasons, agrees to pay to Xxxxx Fargo, for the account of the Underwriters, the Underwriting Discount for each Option Security purchased by the Underwriters set forth in Exhibit H (the “Option Securities Manager Offering Payment,” and collectively with the Initial Securities Manager Offering Payment, the “Manager Offering Payments”).

Appears in 1 contract

Samples: Underwriting Agreement (Ares Commercial Real Estate Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase up to the number respective numbers of Initial Option Securities to be purchased by each Underwriter, all or a portion set forth opposite the names of the Option Securities Company in Exhibit A hereto at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchasedpurchased which the number of Option Securities set forth in Exhibit A opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit A, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Diana Containerships Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the 480,000 Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchasedset forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

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

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Partnership Selling Stockholders, severally and not jointly, hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase up to the number respective numbers of Initial Option Securities to be purchased by each Underwriter, all or a portion set forth opposite the names of the Option Securities Selling Stockholders in Exhibit I hereto at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives Representative to the Partnership Company and the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Selling Stockholders, severally and not jointly, will sell to the Underwriters that proportion of the total number of Option Securities then being purchasedpurchased which the number of Option Securities set forth in Exhibit I opposite the name of such Selling Stockholder bears to the total number of Option Securities set forth in Exhibit I, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Media General Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the 825,000 Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchasedset forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

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

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Partnership Selling Shareholders indicated on Schedule D hereto hereby grants grant options to the UnderwritersInternational Managers, severally and not jointly, to purchase the additional number of shares of Class B Common Stock set forth in Schedule D hereto and the Company hereby grants an option to purchasethe International Managers severally and not jointly, ratably to purchase 78,000 additional shares of Class B Common Stock, in accordance with the number of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities case at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule B, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial International Securities but not payable on such the International Option Securities. The option options hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon notice by the Representatives Lead Managers to the Partnership Company or the Selling Shareholders, as the case may be, setting forth the number of International Option Securities as to which the several Underwriters International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery (an “Option Closing Date”a "Date of Delivery") shall be determined by the RepresentativesLead Manager(s), but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime, as hereinafter defined. If the option is options are exercised as to all or any portion of the International Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the UnderwritersInternational Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, International Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as the Representatives Lead Manager(s) in their discretion shall make to eliminate any sales or purchases of fractional unitsshares. If the option is exercised as to less than all of the International Option Securities, the Company and the Selling Shareholders will sell additional shares of Class B Common Stock to the International Managers pro rata on the basis of the total number of International Option Securities allocated to them.

Appears in 1 contract

Samples: Purchase Agreement (Federated Investors Inc /Pa/)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership and each of the Selling Unitholders, severally and not jointly, hereby grants grant to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities to be purchased by each Underwriter, all or a portion up to the respective number of Option Securities set forth opposite the names of the Option Securities Partnership and each Selling Unitholder in Exhibit L hereto at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit unit for any Option Securities shall be reduced by an amount per Common Unit unit equal to any distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) the close of business on the 30th day after the date hereof (such thirty-day period, the “Option Period”) and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership and the Selling Unitholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership and each of the Selling Unitholders, severally and not jointly, will sell to the Underwriters that proportion of the total number of Option Securities then being purchasedpurchased which the number of Option Securities set forth in Exhibit L opposite the name of the Partnership and such Selling Unitholder bears to the total number of Option Securities set forth in Exhibit L, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional units.

Appears in 1 contract

Samples: Underwriting Agreement (LRR Energy, L.P.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Selling Stockholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an option to purchaseadditional 450,000 shares of Common Stock, ratably as set forth in accordance with the number of Initial Securities to be purchased by each UnderwriterSchedule B, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule C, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. thirty (New York City time30) on the 30th day days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an a Option Closing DateDate of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares. If the option is exercised only as to a portion of the Option Securities, then the number of Option Securities to be sold by each Selling Stockholder shall be determined on a pro rata basis.

Appears in 1 contract

Samples: Purchase Agreement (Invision Technologies Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number purchase up to 675,000 shares of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) the close of business on the 30th day after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (PDC Energy, Inc.)

Option Securities. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Partnership purchase price set forth in paragraph (a) above (without giving effect to any accrued interest from the Closing Time to the applicable Option Closing Time), the Company hereby grants an option to the Underwriters, acting severally and not jointly, an option to purchase, ratably in accordance with purchase from the number of Initial Securities to be purchased by each UnderwriterCompany, all or a portion any part of the Option Securities, plus any additional aggregate principal amount of Option Securities at a price per Common Unit equal which such Underwriter may become obligated to purchase pursuant to the Purchase Price referred provisions of Section 9 hereof. The option granted by this Section 1(b) may be exercised only to cover over-allotments, if any, in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by an amount per Common Unit equal to any distributions declared, paid or payable by the Partnership on sale of the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof April 30, 2018, and may be exercised in whole or in part from time to time within such period. Such option shall be exercised upon written notice by the Representatives Representative to the Partnership Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment for and delivery for of such Option Securities. Any such time and date of delivery and payment (an “Option Closing DateTime”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option (unless postponed in accordance with the provisions of Section 10)such option, nor in any event prior to the Closing DateTime (as defined below) or after April 30, 2018. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number that aggregate principal amount of Option Securities then being purchased, purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number aggregate principal amount of Option Securities then being purchased which the number aggregate principal amount of Initial Securities set forth in Exhibit A hereto Schedule I opposite the name of such UnderwriterUnderwriter bears to the total aggregate principal amount of Initial Securities, plus any additional number aggregate principal amount of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional unitsSecurities.

Appears in 1 contract

Samples: Underwriting Agreement (OFS Capital Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants to Underwriters shall have the Underwritersright, severally and not jointly, an option to purchasepurchase up to 2,337,662 additional shares of Common Stock, ratably in accordance with the number of Initial Securities pursuant to be purchased by each Underwriterclause (i) or clause (ii) below, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share set forth in subsection (a) of this Section; provided, however, that the purchase price per share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option SecuritiesSecurities (the “Option Purchase Price”). The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing DateDate of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase from the Forward Counterparty or the Company, as applicable, that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such UnderwriterUnderwriter bears to the total number of Initial Securities, plus any additional number of Initial Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional units.shares. Following delivery of a notice of exercise of the overallotment option by the Representatives to the Company:

Appears in 1 contract

Samples: Purchase Agreement (Pepco Holdings Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the 38,250 Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Underwriters to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the RepresentativesUnderwriters, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchasedset forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion Underwriters shall make agree to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

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

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase up to the number respective numbers of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit ADS equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit ADS for any Option Securities shall be reduced by an amount per Common Unit ADS equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsADSs.

Appears in 1 contract

Samples: Underwriting Agreement (Sundance Energy Australia LTD)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the 2,000,000 Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised exercised, in whole or in part part, and from time to time time, only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities, upon written notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total that number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Home Loan Servicing Solutions, Ltd.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthforth herein, the Partnership Company hereby grants an option to the Underwriters, acting severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the Option Securities 1,500,000 additional Common Shares at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Underwriters to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the RepresentativesUnderwriters, and may be the Closing Date (as hereinafter defined), but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the UnderwritersUnderwriters will, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which in amounts that are proportionate to the number of Initial Securities that the Underwriters have agreed to purchase hereunder as set forth in Exhibit A hereto opposite the name of such Underwriteron Schedule I hereto, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofsubject, bears to the total number of Initial Securitieshowever, subject in each case to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional unitsmake.

Appears in 1 contract

Samples: Underwriting Agreement (Lexington Realty Trust)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase from the number of Initial Securities to be purchased by each Underwriter, Company all or a any portion of the Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 1010 hereof), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of such Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (BOSTON OMAHA Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities to be purchased by each Underwriter, all or a portion of purchase the Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by an amount per Common Unit equal to any distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of such Option Securities then being purchasedSecurities, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Kronos Worldwide (Kronos Worldwide Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the 900,000 Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchasedpurchased which the number of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares. In addition to the foregoing, and as a condition to the Underwriters’ purchase of the Option Securities from the Company, the Adviser agrees to pay the Underwriters an amount equal to $0.45 per share, to an account designated in writing by the Representatives.

Appears in 1 contract

Samples: Underwriting Agreement (TriplePoint Venture Growth BDC Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a2(a)(ii) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date, nor, unless the Representatives and the Company otherwise agree in writing or such Option Closing Date is the Closing Date, earlier than two business days after the exercise of said option. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Globeimmune Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 300,000 Option Securities and the Selling Shareholder hereby grants an option to purchasethe Underwriters, ratably severally and not jointly, to purchase up to an additional 300,000 Option Securities, in accordance with the number of Initial Securities to be purchased by each Underwritercase, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule C, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option options hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company and the Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (an “Option Closing Date”a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime, as hereinafter defined. If the options are exercised as to only a portion of the Option Securities, the Company and the Selling Shareholder will sell their pro rata portion of the Option Securities to be purchased by the Underwriters. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Purchase Agreement (Heico Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with acquire through the number facilities of Initial DTC by way of a crediting of such Securities on the books of DTC to be purchased by each Underwriter, all or a portion securities accounts of the Option Securities Underwriters up to an additional 1,200,000 Ordinary Shares, as set forth in Schedule B, at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule A, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment for the sale and delivery for transfer of such Option Securities. Any such time and date of delivery sale and transfer (an a Option Closing DateDate of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase acquire through the facilities of DTC by way of a crediting of such Securities on the books of DTC to securities accounts of the Underwriters that proportion of the total number of Option Securities then being purchased acquired which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (FleetMatics Group PLC)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the U.S. Underwriters, severally and not jointly, to purchase up to an option to purchase, ratably in accordance with the number additional 12,750,000 shares of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities Common Stock at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule B, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial U.S. Securities but not payable on such the U.S. Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial U.S. Securities upon notice by the Representatives Global Coordinator to the Partnership Company setting forth the number of U.S. Option Securities as to which the several U.S. Underwriters are then exercising the option and the time and date of payment and delivery for such U.S. Option Securities. Any such time and date of delivery for the U.S. Option Securities (an “Option Closing Date”a "Date of Delivery") shall be determined by the RepresentativesGlobal Coordinator, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime, as hereinafter defined. If the option is exercised as to all or any portion of the U.S. Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and 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 Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such U.S. Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial U.S. Securities, subject in each case to such adjustments as the Representatives Global Coordinator in their its discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Purchase Agreement (Pepsi Bottling Group Inc)

Option Securities. In additionSuch Selling Shareholder has and, on each Option Closing Date (as defined in Section 2 hereof), will have, valid and unencumbered title to the basis Option Underlying Shares to be delivered by such Selling Shareholder on each such Option Closing Date (as defined in Section 2 hereof) and the power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Option Underlying Shares to be delivered by such Selling Shareholder on each such Option Closing Date (as defined in Section 2 hereof) hereunder; and upon the delivery to The Bank of New York Xxxxxx XX/NV, as custodian (the representations “Custodian”) of and warranties herein contained and payment for the Option Underlying Shares on each such Option Closing Date (as defined in Section 2 hereof), the Depositary through the Custodian will, subject to the terms Deposit Agreement, acquire valid and conditions herein set forth, the Partnership hereby grants unencumbered title to the Underwriters, severally and not jointly, an option Option Underlying Shares to purchase, ratably be delivered by such Selling Shareholder on each such Option Closing Date (as defined in Section 2 hereof). Upon the deposit of the Option Underlying Shares with the Custodian pursuant to the Deposit Agreement in accordance with the number terms thereof against issuance by the Depositary of Initial Securities to be purchased by each UnderwriterOption ADRs representing the Option ADSs, all right, title and interest in such Option Underlying Shares, subject to the Deposit Agreement, will be transferred to the Depositary or a portion its nominee, as the case may be, free and clear of all liens, encumbrances, claims or other third-party rights, subject to the Deposit Agreement; and upon delivery of the Option Securities at a price per Common Unit equal ADRs and payment therefor pursuant hereto, good and valid title to such Option ADRs, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by an amount per Common Unit equal to any distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional units.

Appears in 1 contract

Samples: Underwriting Agreement (Via Optronics AG)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the 1,140,000 Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchasedset forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

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

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company and Beech Investments Limited, acting severally and not jointly, hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an option to purchaseadditional [l] and [l] Ordinary Shares, ratably respectively, as set forth in accordance with the number of Initial Securities to be purchased by each UnderwriterSchedule B, all or on a portion of the Option Securities pro rata basis, at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule A, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 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 Representatives to the Partnership Company and Beech Investments Limited setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an a Option Closing DateDate of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as the Representatives Deutsche Bank in their its sole discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Eros International PLC)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase up to the number respective numbers of Initial Option Securities to be purchased by each Underwriter, all or a portion set forth opposite the name of the respective Underwriters in Exhibit A (under Option Securities Securities) hereto at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives Representative to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchasedUnderwriters, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Avid Bioservices, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Selling Unitholder hereby grants to the Underwriters, severally and not jointly, several Underwriters an option to purchase, ratably in accordance with the number of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by an amount per Common Unit equal to any distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives Underwriters to the Partnership Selling Unitholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the RepresentativesUnderwriters, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 1011), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Selling Unitholder will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Underwriters in their discretion shall make to eliminate any sales or purchases of fractional units.

Appears in 1 contract

Samples: Underwriting Agreement (CNX Midstream Partners LP)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Selling Stockholder hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase up to the number respective numbers of Initial Option Securities to be purchased by each Underwriter, all or a portion set forth opposite the name of the Option Securities Selling Stockholder in Exhibit I hereto at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives Representative to the Partnership Company and the Selling Stockholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Selling Stockholder will sell to the Underwriters that proportion of the total number of Option Securities then being purchasedpurchased which the number of Option Securities set forth in Exhibit I opposite the name of the Selling Stockholder bears to the total number of Option Securities set forth in Exhibit I, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Media General Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number purchase up to 1,185,000 additional shares of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) the close of business on the 30th day after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering over allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (PDC Energy, Inc.)

Option Securities. In additionFor the purposes of covering any over-allotments, on if any, and for market stabilization purposes, in connection with the basis distribution and sale of the representations and warranties herein contained and subject to the terms and conditions herein set forthInitial Units, the Partnership Company hereby grants to the UnderwritersUnderwriters an option (the “Over-Allotment Option”) to purchase up to 7,118,644 additional units from the Company (each an “Additional Unit” and collectively, severally the “Additional Units”), representing fifteen percent (15%) of the Initial Units. Each Additional Unit shall consist of one common share in the capital of the Company (each an “Additional Share” and not jointlycollectively, the “Additional Shares”) and one-half of one common share purchase warrant of the Company (each whole warrant, an option to purchase“Additional Warrant” and collectively, ratably in accordance the “Additional Warrants”), with each Additional Warrant having the number of same terms as the Initial Securities Warrants. The purchase price to be purchased by each Underwriterpaid per Additional Unit shall be equal to the Offering Price. The common shares underlying the Additional Warrants and the Initial Warrant Shares are hereinafter referred to as the “Warrant Shares”. The Initial Shares, all or a portion the Additional Shares and the Warrant Shares are hereinafter referred to as the “Securities.” The offering and sale of the Securities is hereinafter referred to as the “Offering.” The fee payable by the Company to the Underwriters pursuant to the purchase of the Additional Units shall be paid in cash in respect of an amount equal to 4.0% of the gross proceeds resulting from the exercise of the Over-Allotment Option Securities and in common shares of the Company to be issued at a price per Common Unit equal to the Purchase Offering Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by respect of an amount per Common Unit equal to any distributions declared, paid or payable by 0.5% of the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part gross proceeds resulting from time to time upon notice by the Representatives to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option the Over-Allotment Option (unless postponed in accordance the “Underwriters’ Additional Shares” and together with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option SecuritiesUnderwriters’ Initial Shares, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional units’ Shares”).

Appears in 1 contract

Samples: Underwriting Agreement (HEXO Corp.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Selling Stockholders, severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase up to the number respective numbers of Initial Option Securities to be purchased by each Underwriter, all or a portion set forth opposite the names of the Option Securities Selling Stockholders in Exhibit B hereto at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership Company and the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, each of the Partnership Selling Stockholders, severally and not jointly, will sell to the Underwriters that portion of the total number of Option Securities then being purchasedpurchased which the number of Option Securities set forth in Exhibit B opposite the name of such Selling Stockholder, as the case may be, bears to the total number of Option Securities set forth in Exhibit B, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Sinclair Broadcast Group Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above(the “Over-Allotment Option”); provided that the price per Common Unit unit for any Option Securities shall be reduced by an amount per Common Unit unit equal to any dividends or distributions declared, paid or payable declared by the Partnership and payable or paid on the Initial Securities but not payable on such Option Securities. The option hereby granted Over-Allotment Option will expire at 11:59 P.M. (New York City time) the close of business on the 30th day after the date hereof (such thirty-day period, the “Option Period”) and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option Over-Allotment Option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)Over-Allotment Option, nor in any event prior to the Closing Date, as hereinafter defined. If the option Over-Allotment Option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total that number of Option Securities then being purchasedas to which the Underwriters are exercising the Over-Allotment Option, and each of the Underwriters, acting severally and not jointly, will ’ respective obligations to purchase that proportion of the total number of any such Option Securities then being purchased which are several in proportion to the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwritertheir respective names on Schedule 1 hereto, plus including any additional number of Initial Securities which that such Underwriter may become was obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsCommon Units.

Appears in 1 contract

Samples: Underwriting Agreement (QR Energy, LP)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby Company grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a2(a)(ii) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Zogenix, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the Option Securities 900,000 Units at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership and payable or paid on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total that number of Option Securities then being purchasedas to which the Underwriters are exercising the Option, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Legacy Reserves L P

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership Company hereby grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with purchase up to the number respective numbers of Initial Option Securities to be purchased by each Underwriter, all or a portion set forth opposite the name of the respective Underwriters in Exhibit A (under Option Securities Securities) hereto at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchasedUnderwriters, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Avid Bioservices, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthforth several of the Selling Shareholders, identified in Schedule B under the Partnership caption "Option Securities" acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an option to purchaseadditional 370,264 shares of Common Stock, ratably as set forth in accordance with the number of Initial Securities to be purchased by each UnderwriterSchedule B, all or a portion of the Option Securities at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit for any Option Securities shall be reduced by share set forth in Schedule C, less an amount per Common Unit share equal to any dividends or distributions declared, paid or payable declared by the Partnership Company and payable on the Initial Securities but not payable on such the Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10)option, nor in any event prior to the Closing DateTime, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase purchase, that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit Schedule A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their its discretion shall make to eliminate any sales sale or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Purchase Agreement (Sykes Enterprises Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby Company grants an option to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities purchase up to be purchased by each Underwriter, all or a portion of the [•] Option Securities at a price per Common Unit share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per Common Unit share for any Option Securities shall be reduced by an amount per Common Unit share equal to any dividends or distributions declared, paid or payable by the Partnership Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Partnership Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date nor, unless the Representatives and the Company otherwise agree in writing or such Option Closing Date is on the Closing Date, earlier than two business days after the exercise of such option. If the option is exercised as to all or any portion of the Option Securities, the Partnership Company will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional unitsshares.

Appears in 1 contract

Samples: Underwriting Agreement (Tracon Pharmaceuticals, Inc.)

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