Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Company Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 360,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on no more than three (3) occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon the Registration Statement by giving written notice (confirmed in writingthe "Option Notice") by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor (reduced as set forth below) by the several Underwriters by wire transfer of same day funds payable to the order Company with the delivery of the Company such certificates to be at the offices of ▇▇▇Cool▇▇ ▇▇▇ward LLP 4365 ▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.made by credit
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 375,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company). Such delivery and payment shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.the Representative, U.S. Bancorp Centeror at such other place as may be agreed upon by the Representative and the Company (i) on the Closing Date, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇if written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, ▇▇▇▇▇▇▇▇▇▇▇or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, ▇▇▇▇▇▇▇▇▇, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 300,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in same-day funds payable to the order of the Company, or by wire transfer. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Palm▇▇ & ▇odge LLP, One ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect or at any time after the Closing Date, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. 27 -27-
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Cambridge Neuroscience Inc)
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; , provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇800 Nicollet Mall, ▇▇▇▇▇▇▇▇▇▇▇Minneapolis, ▇▇▇▇▇▇▇▇▇Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, with respect to 187,500 of the Option Shares, and certain of the Selling Stockholders, with respect to the number of Option Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto, hereby grants grant to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact Selling Stockholders setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Selling Stockholders granting an option to purchase the Option Shares, on a pro rata basis up to 187,500 Option Shares, that number of Option Shares (to be adjusted by the Representative to avoid fractional shares) which represents the same proportion that the number of Option Shares granted by each such Selling Stockholder bears to the total number of Option Shares granted by all such Selling Stockholders, and, to the extent the option to purchase Option Shares exceeds 187,500, from the Company up to an aggregate of 1,821,428 187,500 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company Custodian and the Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Custodian or the Company, as appropriate, at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central 10:00 a.m. (Eastern time, ) on the Second Closing Date.
Appears in 1 contract
Sources: Underwriting Agreement (Zynex Inc)
Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company, hereby grants to the several Underwriters an option to purchase all or any portion part of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering plus any over-allotments made by additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the Underwriters in the sale and distribution provisions of the Firm SharesSection 8 hereof. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 30 days after to time only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the time and date of payment and time, as determined by you, when the delivery for such Option Shares are to be delivered, Shares. Any such time and date being herein referred to as of delivery shall be determined by the “Second Closing” and “Second Closing Date,” respectively; providedRepresentatives, however, that the Second Closing Date but shall not be earlier later than the First Closing Date nor earlier than the second five full business day days after the date on which exercise of such option, nor in any event prior to the option shall have been exercisedClosing Time, as hereinafter defined. If the option is exercisedexercised as to all or any portion of the Option Shares, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The will sell that number of Option Shares to be purchased by then being purchased, and each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Initial Shares to be purchased by set forth in Schedule I opposite the name of such Underwriter is of bears to the total number of Firm Shares Initial Shares, subject in each case to be purchased by such adjustments among the several Underwriters, Underwriters as adjusted by the Representatives in such manner as the Representatives deem advisable their sole discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Sources: Underwriting Agreement (Ashford Hospitality Trust Inc)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion of the up to 192,000 Option Shares Shares, at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon Such notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting shall set forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option is being exercised and the date and time, time as reasonably determined by you, you when the such Option Shares are to be delivered. Such option may be exercised by Cruttenden ▇▇▇▇ Incorporated, such time and date being herein referred to as on behalf of the “Second Closing” and “Second Closing Date,” respectively; providedseveral Underwriters, however, that on one (1) or more occasions in whole or in part during the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day period of forty-five (45) days after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercised, public by giving written notice (the obligation of each Underwriter shall be "Option Notice") to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by Cruttenden ▇▇▇▇ Incorporated in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the payee). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Cruttenden ▇▇▇▇ Incorporated, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp CenterSuite 100, ▇▇▇ ▇▇▇▇Irvine, California or at such other place as may be agreed upon between Cruttenden ▇▇▇▇ ▇▇▇▇Incorporated and the Company (i) on the Closing Date, ▇▇▇▇▇▇▇▇▇▇▇if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, ▇▇▇▇▇▇▇▇▇or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If Cruttenden ▇▇▇▇ Incorporated so elects, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representative. It is understood that you, Central timeindividually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 375,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same same-day funds payable paid to the order of an account designated by the Company in writing. Such delivery and payment shall take place at the offices of Cooley Godward LLP, Five Palo Alto Square, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇-▇▇▇▇, or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Aviron)
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions set forth herein set forthand the limitations under General Instruction I. B.6 of Form S-3, the Company, Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price price, as the Firm Shares, for use solely in covering any over-allotments over‑allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Underwriters to the Company and to (the Attorneys-in-Fact “Option Notice”) setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares Shares, are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after receipt of the date on which Option Notice by the option shall have been exercisedCompany. If the option is exercisedEach Underwriter agrees, the obligation of each Underwriter shall be severally and not jointly, to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The number of Option Shares (subject to be purchased by each Underwriter shall be such adjustments to eliminate fractional shares as you may determine) that bears the same percentage proportion of the total number of Option Shares Shares, to be purchased by the several Underwriters on such Second Closing Date as the number of Firm Shares to be purchased by set forth in Schedule I hereto opposite the name of such Underwriter is of bears to the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional sharesShares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.Lake Street Capital Markets, U.S. Bancorp CenterLLC, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company and the Selling Stockholders hereby grants severally grant to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof, for use solely in covering any over-allotments made of which 283,500 shares are to be issued and sold by the Underwriters Company and an aggregate of 166,500 shares are to be sold by the Selling Stockholders in the sale and distribution of the Firm Sharesrespective amounts set forth opposite each such Selling Stockholder's name in Schedule B hereto. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, the obligation of each Underwriter shall be by giving written notice to purchase from the Company up to an aggregate of 1,821,428 Option Sharesand the Selling Stockholders. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same same-day funds payable to an account or accounts specified by the Company with respect to the order Shares being purchased from the Company and to an account or accounts specified by the Custodian for the respective accounts of the Company Selling Stockholders with respect to the Shares being purchased from the Selling Stockholders. Such delivery and payment shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Selling Stockholders at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company and the Selling Stockholders less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion of the Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by Section 3 hereof (the Underwriters in the sale and distribution of the Firm Shares"Option"). The option granted hereunder Option may be exercised by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercised, public by giving written notice (the obligation of each Underwriter shall be "Option Notice") to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of the Option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the Option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares, or as otherwise agreed among the several Underwriters. No Arrangement for electronic transfer of or delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the Option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of in same day funds payable to funds. In the order event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Klehr, Harrison, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, Pennsylvania, or at such other place as may be agreed upon between the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be earlier than the second (2nd) full business day following the date the Company receives written Notice of the Option and shall not be later than the third (3rd) full business day following the date the Company receives written Notice of the Option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location location, as you may reasonably request at least two (2) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that each of you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Date.date of payment and delivery for the Option Shares to be purchased by such Underwriter or
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the three hundred thousand (300,000) Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (as set forth in Schedule "A" attached hereto) bears to the total number of Firm Shares purchased by the several Underwriters (as set forth in Schedule "A" attached hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates evidencing the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company). Such delivery and payment shall take place at the offices of Cruttenden Roth ▇▇▇orporated, 1830▇ ▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ at such other place as may be agreed upon between the Representative and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date that shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates evidencing the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representative. It is understood that you, Central timeindividually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of the option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its
Appears in 1 contract
Sources: Underwriting Agreement (American Aircarriers Support Inc)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the CompanySelling Stockholders hereby grant, hereby grants severally and not jointly, to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 375,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Attorneys. If the option The maximum aggregate number of Option Shares to be sold by each Selling Stockholder is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Sharesset forth opposite their respective names on SCHEDULE B hereto. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in SCHEDULE A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in SCHEDULE A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No The certificates in negotiable form for the Option Shares or duly completed have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Selling Stockholder Shares of such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder if such Selling Stockholder is a natural person or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, if such Selling Stockholder is a natural person or if any other such event should occur, before the delivery of the certificates for the Option Shares hereunder, the Option Shares to be sold and delivered unless by such Selling Stockholder shall, except as specifically provided herein or in the Firm Shares previously have beenCustody Agreement, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian shall have received notice of such death or other event. Delivery of definitive certificates for the accounts of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company Selling Stockholder (and the Selling Stockholder agree not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Selling Stockholder). In the event of any breach of the foregoing, the Selling Stockholder shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Test▇, ▇▇rw▇▇▇ & ▇hib▇▇▇▇▇, ▇▇P, High Street Tower, 125 ▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Attorneys at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Attorneys receives written notice of the exercise of such option, if such notice is received by the Attorneys less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Atlantic Data Services Inc)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks or wire transfer of same or transfers drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇▇▇▇▇ & Bird LLP, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 1,050,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇Shearman & Sterling, ▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 675,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be 27 purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day immediately available funds payable to the order of the Company Company. Such delivery and payment shall take place at the offices of ▇▇▇▇Dewe▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇1301 Avenue of the Americas, ▇▇▇▇▇▇▇▇▇New York, New York or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full FAST transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and NovaCare herein, to the accuracy of the statements of the Company and NovaCare and their respective officers made pursuant to the provisions hereof, to the performance in all material respects by the Company and NovaCare of their respective obligations hereunder, to satisfaction of the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance 28 to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and NovaCare or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Novacare Employee Services Inc)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Companythose Selling Stockholders listed on SCHEDULE B as selling Option Shares pursuant hereto, hereby grants severally and not jointly, grant to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 525,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesAttorneys. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as to avoid fractional shares and the number of Option Shares to be purchased from [each Selling Stockholder] shall be determined in accordance with the proportions set forth on Schedule B, as adjusted by the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same transfer, certified or official bank check or checks drawn in same-day funds funds, payable to the order of the Company Selling Stockholders, as applicable. Such delivery and payment shall take place at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in San Francisco or New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose wire transfer, check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions
24. set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company). Such delivery and payment shall take place at the offices of ▇▇▇▇▇ ▇Freshman, Marantz, Orlanski, ▇▇▇▇▇▇ & Co.▇▇▇▇▇, U.S. Bancorp Center, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Floor, East Tower, Beverly Hills, California, or at such other place as may be agreed upon between the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for checking at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Anworth Mortgage Asset Corp)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 255,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer or other delivery of same day immediately available funds payable to an account designated in writing by the order Company. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, High Street Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company, and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company, Company hereby grants to the several Underwriters Underwriter an option to purchase all or any portion of the Company Option Shares (as defined below) and (ii) each Selling Stockholder, with respect to the number of Selling Stockholder Option Shares (as defined below) set forth opposite the name of such Selling Stockholder in Schedule I hereto, hereby grants to the Underwriter an option to purchase all or any portion of the Selling Stockholder Option Shares, in each case at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Underwriter to the Company (with a courtesy copy to its counsel at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and to the Attorneys-in-Fact Attorneys‑in‑Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are Underwriter is exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each the Underwriter shall be to purchase from (x) the Company up to an aggregate of 1,821,428 112,500 Option Shares (the “Company Option Shares”) and (y) the Selling Stockholders granting an option to purchase the Option Shares up to 562,500 Option Shares (the “Selling Stockholder Option Shares”). The Such purchase shall be on a pro rata basis, with the number of Option Shares to be purchased from the Company or any Selling Stockholder (to be adjusted by each the Underwriter shall to avoid fractional shares) to be in the same percentage proportion that the number of Option Shares granted by the Company or such Selling Stockholder bears to the total number of Option Shares to be purchased granted by the several Underwriters as the number of Firm Shares to be purchased by Company and all such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional sharesSelling Stockholders. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, with respect to [●] of the Option Shares, and certain of the Selling Stockholders, with respect to the number of Option Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto, hereby grants grant to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Selling Stockholders granting an option to purchase the Option Shares, on a pro rata basis up to [●] Option Shares, that number of Option Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion that the number of Option Shares granted by each such Selling Stockholder bears to the total number of Option Shares granted by all such Selling Stockholders, and, to the extent the option to purchase Option Shares exceeds [●], from the Company up to an aggregate of 1,821,428 [●] Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Sources: Underwriting Agreement (Airgain Inc)
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, with respect to 500,000 Option Shares, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) and from time to time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, as appropriate, at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇800 Nicollet Mall, ▇▇▇▇▇▇▇▇▇▇▇Minneapolis, ▇▇▇▇▇▇▇▇▇Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Sources: Purchase Agreement (Aravive, Inc.)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day Federal funds payable to the order of account specified by the Company Company. Such delivery and payment shall take place at the offices of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A., 1221 Brickell ▇▇▇▇▇▇, ▇iami, Flo▇▇▇▇ ▇▇1▇▇ ▇▇ a▇ ▇▇▇h o▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇ace as m▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇s and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Selling Stockholder hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 437,550 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, the obligation of each Underwriter shall be by giving written notice to purchase from the Company up to an aggregate of 1,821,428 Option Sharesand the Attorneys. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option The certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. The Selling Stockholder agrees that the certificates for the Selling Stockholder Shares so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholder for such custody, including the Power of Attorney, are to that extent irrevocable and that the obligations of the Selling Stockholder hereunder shall not be terminated by the act of the Selling Stockholder or by operation of law, by the occurrence of any event, except as specifically provided herein or in the Custody Agreement. If any such event should occur before the delivery of the certificates for the Selling Stockholder Shares hereunder, the Selling Stockholder Shares to be sold and delivered unless by the Firm Shares previously have beenSelling Stockholder shall, except as specifically provided herein or simultaneously arein the Custody Agreement, sold and delivered. The Option Shares will be delivered by the Company to you Custodian in accordance with the terms and conditions of this Agreement as if such event had not occurred, regardless of whether the Custodian shall have received notice of such event. Delivery of definitive certificates for the accounts of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day funds payable to the order account designated by the Custodian for the account of the Company Selling Stockholder. Such delivery and payment shall take place at the offices of ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as may be agreed upon among the Representatives, the Company and the Attorneys (i) on the Closing Date, if written notice of the exercise of such option is received by the Attorneys at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company and the Attorneys receive written notice of the exercise of such option, if such notice is received by the Company and the Attorneys less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholder herein, to the accuracy of the statements of the Company, the Selling Stockholder and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholder or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Cognizant Technology Solutions Corp)
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters Underwriter an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-over allotments made by the Underwriters Underwriter in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Underwriter to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are Underwriter is exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Each of the option is exercised, First Closing Date and the obligation of each Second Closing Date may be referred to herein as a “Closing Date.” The Underwriter shall be agrees to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The number of Option Shares (subject to be purchased by each Underwriter shall be such adjustments to eliminate fractional shares as you may determine) that bears the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters on such Second Closing Date as the number of Firm Shares to be purchased by set forth in Schedule I hereto opposite the name of such Underwriter is of bears to the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional sharesShares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Faegre Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.Center 90 S. Seventh Street, U.S. Bancorp CenterMinneapolis, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇Minnesota 55402, or such other location as may be mutually acceptable at 9:00 a.m., a.m. Central time, or such other time as you and the Company may agree upon, on the Second Closing Date.
Appears in 1 contract
Sources: Underwriting Agreement (Gaia, Inc)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one occasion in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same or certified or official bank check or checks drawn in same-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Cooley Godward LLP, One Maritime Plaza, 20th Floor, San Francisco, ▇▇▇▇▇ornia 94111 or at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ves and the Company (i) on the Closing Date, ▇▇▇▇▇▇▇▇▇if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the compliance with any of the conditions herein contained.
Appears in 1 contract
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling Stockholder, with respect to the Companynumber of Option Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company (with a courtesy copy to its counsel at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be but in no event earlier than the First Closing Date nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company Selling Stockholders granting an option to purchase the Option Shares, on a pro rata basis up to an aggregate of 1,821,428 [—] Option Shares, that number of Option Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion that the number of Option Shares granted by each such Selling Stockholder bears to the total number of Option Shares granted by all such Selling Stockholders. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company and the Selling Stockholders (the "Option Sellers") hereby grants grant to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 232,500 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order each of the Company Option Sellers (and the Option Sellers agree not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Option Sellers). In the event of any breach of the foregoing, the Option Sellers shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Wolf, Block, Scho▇▇ ▇▇▇ Soli▇-▇▇▇▇▇, ▇▇elfth Floor, Packard Building, S.E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ at such other place as may be agreed upon among the Representatives and the Option Sellers (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 300,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇▇Cool▇▇ ▇▇▇▇▇▇▇ & Co.ward LLP, U.S. Bancorp CenterBoulder, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇Colorado or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, ▇▇▇▇▇▇▇▇▇▇▇if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, ▇▇▇▇▇▇▇▇▇or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 300,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Gree▇▇▇▇▇▇▇▇, ▇▇mk▇▇ & ▇ale, ▇.C., 10 S▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Jones Medical Industries Inc /De/)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the [________] Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 4 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 8 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in same-day funds or by wire transfer, payable to the order of the Company Company. Such delivery and payment shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, High Street Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks or wire transfer or wire transfers shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 8(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 7 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Tsi International Software LTD)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, certain of the Company, Selling Stockholders hereby grants grant to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion such number of the ________ Option Shares as are set forth opposite each such Selling Stockholder's name on Schedule B, at the same ---------- purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the ---------- total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner ---------- as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by the several Underwriters by wire transfer of same in same-day funds funds, payable to the order of the Company Selling Stockholders selling Option Shares (and the Selling Stockholders selling Option Shares agree not to take any action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Selling Stockholders selling Option Shares shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, ▇▇▇▇▇▇▇▇▇if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by youthe Representatives, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; , provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second first business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company Company, as appropriate, to you the Representatives for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇D▇▇▇▇ ▇▇▇▇▇▇▇ & Co.LLP, U.S. Bancorp Center, ▇▇2▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 10:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion of the up to 375,000 Company Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time (but not more than once) within during the period of 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day immediately available funds payable to the order of Company with regard to the Company Option Shares. Such delivery and payment shall take place at the offices Washington, D.C. office of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ (or at such other place as may be agreed upon among the Representatives and the Company) (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date or (ii) on a later date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location location, including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments over‑allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact Attorneys‑in‑Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” ”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 348,750 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company Custodian and the Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Custodian or the Company, as 20 appropriate, at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇800 Nicollet Mall, ▇▇▇▇▇▇▇▇▇▇▇Minneapolis, ▇▇▇▇▇▇▇▇▇Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion of the up to 112,500 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon Such notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting shall set forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option is being exercised and the date and time, time as reasonably determined by you, you when the such Option Shares are to be delivered. Such option may be exercised by Cruttenden ▇▇▇▇ Incorporated, such time and date being herein referred to as on behalf of the “Second Closing” and “Second Closing Date,” respectively; providedseveral Underwriters, however, that on one (1) or more occasions in whole or in part during the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day period of forty-five (45) days after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercised, public by giving written notice (the obligation of each Underwriter shall be "Option Notice") to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by Cruttenden ▇▇▇▇ Incorporated in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the payee). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Cruttenden ▇▇▇▇ Incorporated, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp CenterSuite 100, ▇▇▇ ▇▇▇▇Irvine, California or at such other place as may be agreed upon between Cruttenden ▇▇▇▇ ▇▇▇▇Incorporated and the Company (i) on the Closing Date, ▇▇▇▇▇▇▇▇▇▇▇if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, ▇▇▇▇▇▇▇▇▇or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If Cruttenden ▇▇▇▇ Incorporated so elects, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representative. It is understood that you, Central timeindividually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Diversified Corporate Resources Inc)
Option Shares. On (a) Upon written notice from the basis Underwriters given to the Company prior to 9:00 P.M., New York City time, on the 30th day after the date of the representationsProspectus (or, warranties and agreements herein containedif such 30th day shall be a Saturday or Sunday or a holiday, but subject to on the terms and conditions herein set forthnext business day thereafter when the New York Stock Exchange is open for trading), the Company, hereby grants to the several Underwriters an option to may purchase all or any portion less than all of the Option Shares at the same purchase price as per share to be paid for the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Shares will or any portion thereof may be delivered surrendered and terminated at any time upon notice by the Company Underwriters to you the Company. The preparation, registration, checking and delivery of, and payment for, the Option Shares shall occur or be made in the same manner as provided in Section 3 hereof for the accounts Firm Shares, except as the Underwriters and the Company may otherwise agree.
(b) Upon any exercise of the several over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Option Shares (subject to such adjustments as the Underwriters against payment of may determine in order to avoid fractional shares) which bears the purchase price therefor by wire transfer of same day funds payable proportion to the order number of Firm Shares to be purchased by the Company Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 13 hereof) bears to the aggregate number of Firm Shares.
(c) Delivery to the Underwriters of and payment for any Option Shares to be purchased by the Underwriters shall be made at the offices aforementioned office of ▇▇▇▇▇ ▇Bear, Stearns & Co. Inc. at such time on such date (the "Option C▇▇▇▇▇▇ & Co.Time"), U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as which may be mutually acceptable at 9:00 a.m.the same as the Closing Time but shall in no event be earlier than the Closing Time nor earlier than two nor later than ten business days after the giving of the written notice described above, Central time, as shall be specified in such written notice. The place of closing for any Option Shares and the Option Closing Time may be varied by agreement between the Underwriters and the Company.
(d) The conditions to the Underwriters' obligations set forth in Section 5 shall be deemed to be conditions to the Underwriters' obligation to purchase and pay for the Firm Shares and the Option Shares to be purchased on the Second Closing DateTime and references to the "Shares" in Section 5 hereof shall be deemed to be references to the Firm Shares and the Option Shares to be purchased on the Closing Time. A termination of this Agreement as to the Option Shares after the Closing Time will not terminate this Agreement as to the Firm Shares.
Appears in 1 contract
Sources: Underwriting Agreement (Home Properties of New York Inc)
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” ”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 478,723 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Cantor F▇▇▇▇▇▇▇▇▇ & Co., 499 ▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or r such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” ”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised; provided, further, however, that if the option is exercised at least one business day prior to the First Closing Date, or if the parties otherwise agree, then the Second Closing Date may be the same date and time as the First Closing Date. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The the number of Option Shares to be purchased by each Underwriter shall be that represents the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number percentage of the Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several UnderwritersUnderwriter, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇800 Nicollet Mall, ▇▇▇▇▇▇▇▇▇▇▇Minneapolis, ▇▇▇▇▇▇▇▇▇Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Sources: Underwriting Agreement (Mackinac Financial Corp /Mi/)
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, with respect to 195,000 of the Option Shares, and certain of the Selling Stockholders, with respect to the number of Option Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto, hereby grants grant to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives ▇▇▇▇▇ ▇▇▇▇▇▇▇ to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company and the Selling Stockholders granting an option to purchase the Option Shares, on a pro rata basis, up to an aggregate of 1,821,428 595,813 Option Shares, that number of Option Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion that the number of Option Shares granted by the Company and each such Selling Stockholder bears to the total number of Option Shares granted by the Company and all such Selling Stockholders. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives ▇▇▇▇▇ ▇▇▇▇▇▇▇ in such manner as the Representatives deem ▇▇▇▇▇ ▇▇▇▇▇▇▇ deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 817,500 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.Venture Law Group, U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.2800
Appears in 1 contract
Sources: Underwriting Agreement (Applied Micro Circuits Corp)
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Underwriters to the Company and to (the Attorneys-in-Fact “Option Notice”) setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second third business day after receipt of the date on which Option Notice by the option shall have been exercised. If Company, provided that if the option Option Notice is exercised, received by the obligation of each Underwriter Company two business days prior to the First Closing Date it shall be deemed timely. Each Underwriter agrees, severally and not jointly, to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The number of Option Shares (subject to be purchased by each Underwriter shall be such adjustments to eliminate fractional shares as you may determine) that bears the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters on such Second Closing Date as the number of Firm Shares to be purchased by set forth in Schedule I hereto opposite the name of such Underwriter is of bears to the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional sharesShares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇-▇▇▇▇▇▇ & Co.Capital Group LLC, U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Sources: Purchase Agreement (Netlist Inc)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, hereby grants Company and Hawk▇▇▇ ▇▇▇eby grant to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 144,000 Option Shares, of which up to 94,000 Option Shares at will be sold by the same Company and 50,000 Option Shares will be sold by Hawk▇▇▇, ▇▇ the purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by Section 4 hereof (the Underwriters in the sale and distribution of the Firm Shares"Option"). The option granted hereunder Option may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercised, public by giving written notice (the obligation of each Underwriter shall be "Option Notice") to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of the Option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the Option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the Option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of the several Underwriters by certified or official bank check or checks drawn in same day funds funds, payable to the order of the Company and Hawk▇▇▇, ▇▇ by wire transfer in same day funds. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇▇Howard, Rice, Nemerovski Cana▇▇ ▇▇▇▇ & ▇abk▇▇, ▇ Professional Corporation, 3 Em▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ at such other place as may be agreed upon between the Representative and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written Notice of the Option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location location, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representative. It is understood that you, Central timeindividually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 8(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 7 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Invivo Corp)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in same-day funds funds, payable to the order of the Company Company. Such delivery and payment shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Fulbright & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ Jawo▇▇▇▇, ▇▇▇P, 1301 ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, Houston, Texas 77010-3095 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
Appears in 1 contract
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Selling Shareholder hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representative on behalf of the 37 several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercised, public by giving written notice (the obligation of each Underwriter shall be "Option Notice") to purchase from the Company up to an aggregate of 1,821,428 Option Sharesand the Selling Shareholder. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company Selling Shareholder (and the Selling Shareholder agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the payee). In the event of any breach of the foregoing, the Selling Shareholder shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇▇Gray Cary Ware & Freidenrich, 43▇▇ ▇x▇▇▇▇▇▇▇ & Co.Drive, U.S. Bancorp CenterSuite 160▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇ agreed upon among the Representative and the Selling Shareholder (i) on the Closing Date, if written notice of the exercise of such option is received by the Selling Shareholder at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Selling Shareholder receives written notice of the exercise of such option, if such notice is received by the Selling Shareholder after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representative. It is understood that you, Central timeindividually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on 38 behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Shareholder herein, to the accuracy of the statements of the Company, the Selling Shareholder and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Shareholder or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each of the CompanyCompany and Esteverena, severally and not jointly, hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a non-transferable option to purchase all or any portion up to an aggregate of the 405,000 Option Shares (100,000 of such Option Shares from Esteverena and 305,000 of such Option Shares from the Company) at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one occasion, in whole or in part at any time part, during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company from and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company and Esteverena. [If the option is exercisedexercised in part, the obligation of each Underwriter Option Shares shall be to purchase from the Company up to an aggregate of 1,821,428 Option Shares. purchased hereunder as follows: ________________] [The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order from each of the Company at the offices of and Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇suant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), ▇▇▇▇▇▇▇▇▇▇▇adjusted by the Representatives in such manner as to avoid fractional shares.] Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, ▇▇▇▇▇▇▇▇▇payable to the order of the Company and Esteverena, or such other location as the case may be mutually acceptable (and each of the Company and Esteverena agrees not to deposit or have deposited any such check in the bank on which it is drawn until the day following the date of its delivery). Such delivery and payment shall take place at 9:00 a.m., Central time, on the Second Closing Date.the
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company and the Selling Securityholder hereby grants grant to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by Section 4 hereof (the Underwriters in the sale and distribution of the Firm Shares"Option"). The option granted hereunder Option may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercised, public by giving written notice (the obligation of each Underwriter shall be "Option Notice") to purchase from the Company up to an aggregate of 1,821,428 Option Sharesand the Selling Securityholder. The number of Option Shares to be purchased by each Underwriter upon the exercise of the Option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the Option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the Option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 8 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of the several Underwriters by certified or official bank check or checks drawn in same day funds funds, payable to the order of the Company and the Selling Securityholder or by wire transfer in same day funds. In the event of any breach of the foregoing, the Company and the Selling Securityholder shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Snel▇ & ▇▇▇ilm▇▇ ▇.▇▇▇▇▇▇ & Co..P., U.S. Bancorp CenterPhoenix, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇Arizona, or at such other location place as may be mutually acceptable at 9:00 a.m., Central time, agreed upon between the Representative and the Company (i) on the Second Closing Date., if written
Appears in 1 contract
Option Shares. On the basis of the representations, warranties warranties, and ------------- agreements herein contained, but subject to the terms and conditions herein set forth, the CompanySelling Stockholders, acting severally and not jointly, hereby grants grant to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercised, public by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day funds payable immediately available
(i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the order Closing Date, or (ii) on a later date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location, including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose payment or payments shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders, and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the offices payment date in connection with the sale and transfer of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, U.S. Bancorp Centerand you shall have been furnished with all such documents, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇certificates, ▇▇▇▇▇▇▇▇▇▇▇and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, ▇▇▇▇▇▇▇▇▇warranties, or such other location as may be mutually acceptable at 9:00 a.m.statements, Central time, on the Second Closing Dateperformance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 1,970,227 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a non-transferable option to purchase all or any portion up to an aggregate of the 105,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Company Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by Robe▇▇▇▇▇, ▇▇ep▇▇▇▇ & ▇ompany LLC on behalf of you on one occasion in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company from and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by Robe▇▇▇▇▇, ▇tep▇▇▇▇ & ▇ompany LLC in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of O'Melveny & Myer▇, ▇▇0 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or ▇ ▇▇▇▇▇ ▇▇ at such other location place as may be mutually acceptable at 9:00 a.m., Central time, agreed upon among the Underwriters and the Company (i) on the Second Closing Date., if written notice of the exercise of such option is received by the Company at least two full business days prior to the Closing Date or (ii) on a later date, not later than the third full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two full business days prior to the Closing Date. The certificates for the Option Shares so to be delivered will be made available to you at such office or other location including, without limitation, in New York City, as you may reasonably request for checking at least one full business
Appears in 1 contract
Sources: Underwriting Agreement (Pacific Sunwear of California Inc)
Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, at the Companypurchase price per share of Common Stock set forth in paragraph (a) above, the Company and each Option Selling Stockholder, acting severally and not jointly, hereby grants to the several Underwriters an option to the Underwriters, acting severally and not jointly, to purchase from the Company and each Option Selling Stockholder in Schedule I hereto, all or any portion part of the Option Shares at set forth in Schedule I opposite its name, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution provisions of the Firm SharesSection 8 hereof. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) to time within 30 days after such 30-day period only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact Attorneys setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the time and date of payment and time, as determined by you, when the delivery for such Option Shares are to be delivered, Shares. Any such time and date being herein referred to as of delivery (an “Option Closing Time”) shall be determined by the “Second Closing” and “Second Closing Date,” respectively; providedRepresentatives, however, that the Second Closing Date but shall not be earlier later than three full business days (or earlier, without the First Closing Date nor earlier consent of the Company, than the second two full business day days) after the date on which exercise of such option, nor in any event prior to the option shall have been exercisedClosing Time, as hereinafter defined. If the option is exercisedexercised as to all or any portion of the Option Shares, the obligation Company and each Option Selling Stockholder will sell to each of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage Underwriters that portion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Option Shares set forth in Schedule I opposite the name of the Company or such Option Selling Stockholder bears to be purchased by such Underwriter is the total number of Options Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Firm Option Shares then being purchased which the number of Initial Shares set forth in Schedule II opposite the name of such Underwriter bears to be purchased by the several Underwriterstotal number of Initial Shares, as adjusted by subject in each case to such adjustments among the Representatives in such manner Underwriters as the Representatives deem advisable Underwriters in their sole discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 337,500 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercised, public by giving written notice (the obligation of each Underwriter shall be "Option Notice") to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in SCHEDULE A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in SCHEDULE A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day funds payable to the order of account specified by the Company Company. Such delivery and payment shall take place at the offices of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp CenterFreidenrich LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇Palo Alto, California 94301, or at such other place as may be agreed upon between the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in San Jose, California, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Integrated Sensor Solutions Inc)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the 19 20 Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center▇osa▇▇, ▇▇▇ 0 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇ at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Abgenix Inc)
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, with respect to 1,530,000 Option Shares, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” ”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, as appropriate, at the offices of ▇P▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇800 Nicollet Mall, ▇▇▇▇▇▇▇▇▇▇▇Minneapolis, ▇▇▇▇▇▇▇▇▇Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Sources: Purchase Agreement (Cinedigm Corp.)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by wire transfer of same day immediately available funds payable to an account specified in writing by the order of the Company Company. Such delivery and payment shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ White & ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Sequus Pharmaceuticals Inc)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the CompanySelling Stockholders hereby grant, hereby grants severally and not jointly, to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm SharesUnderwriters, for use solely in the purpose of covering any over-allotments made by in connection with the Underwriters in the distribution and sale and distribution of the Firm SharesShares only, nontransferable options to purchase the respective number of Option Shares as set forth opposite the names of the Selling Stockholders in Schedule B hereto, all at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part at any time (but not more than once) within 30 during the period of thirty days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesSelling Stockholders in accordance with Section 12 hereof. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No In the event such option is exercised for less than all of the Option Shares, the Option Shares to be purchased shall be purchased from the Selling Stockholders on a pro rata basis, adjusted by the Representatives in such manner as to avoid fractional shares. The certificates in negotiable form for the Option Shares to be sold by the Selling Stockholders pursuant to the exercise of the option granted by this Section 7 have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Option Shares of such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and delivered unless that the Firm Shares previously have beenobligations of such Selling Stockholder hereunder shall not be terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If either Selling Stockholder should die or be incapacitated, or simultaneously areif any other such event should occur, sold and delivered. The before the delivery of the certificates for the Option Shares will to be sold by such Selling Stockholder, such Option Shares shall, except as specifically provided herein or in the Custody Agreement, be delivered by the Company to you Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian shall have received notice of such death or other event. Delivery of definitive certificates for the accounts of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in same-day funds or by wire transfer of same same-day funds funds, payable to the order of the Company Custodian for the respective accounts of Selling Stockholders. Such delivery and payment shall take place at the offices of LeClair Ryan, A Professional Corporation, 707 East Main S▇▇▇▇▇, ▇ichmond, Virginia, or at such ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Representatives, ▇▇▇▇▇▇▇▇▇the Company and the Attorneys (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Selling Stockholders at least two full business days prior to the Closing Date, or (ii) on a date that shall not be later than the third full business day following the date the Company and the Selling Stockholders receive written notice of the exercise of such option, if such notice is received by the Company and the Selling Stockholders less than two full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location location, including in New York City, as you may reasonably request for checking at least one full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company agrees to reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or at such other place as may be agreed upon among the Representatives and, the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 300,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Palm▇▇ & ▇odge LLP, One ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m., Central time, on least two (2) full business days prior to such date of payment and delivery. If the Second Representatives so elect or at any time after the Closing Date., delivery of the
Appears in 1 contract
Sources: Underwriting Agreement (Cambridge Neuroscience Inc)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm ---------- Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A ---------- hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, ▇▇▇▇▇▇▇▇▇if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholder herein, to the accuracy of the statements of the Company, the Selling Stockholder and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholder or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, any such time and date being herein referred to as the an “Second Option Closing” and an “Second Option Closing Date,” ”, respectively; provided, however, that the Second any Option Closing Date may be simultaenous with but shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesDate. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, as appropriate, at the offices of C▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇B▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇LLP, or such other location as may be mutually acceptable at 9:00 a.m., Central New York City time, on the Second any Option Closing Date.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the CompanyCompany and certain Selling Stockholders hereby grant, hereby grants severally and not jointly, to the several Underwriters an Underwriters, for the purpose of covering over- allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 1,155,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, the obligation of each Underwriter shall be by giving written notice to purchase from the Company up and the Attorneys. The maximum aggregate number of shares of Option Stock to an aggregate of 1,821,428 Option Sharesbe sold by the Company and each such Selling Stockholder is set forth opposite their respective names on Schedule B hereto. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No In the case of a partial exercise of such option, the number of Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company and each such Selling Stockholder shall be the same proportion of the total number of Option Shares to you be purchased pursuant to such exercise as the number of Option Shares set forth opposite the Company's or such Selling Stockholder's name, as the case may be, on Schedule B hereto bears to the aggregate maximum number of Option Shares to be sold by the Company and all of such Selling Stockholders as set forth on Schedule B, adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the accounts of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in same-day funds funds, payable to the order of the Company with regard to Option Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of such Selling Stockholders with regard to the Option Shares being purchased from such Selling Stockholders (and the Company and such Selling Stockholders agree not to deposit (and such Selling Stockholders shall cause the Custodian not to deposit) any such checks in the bank on which they are drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of their delivery to the Company or the Custodian, as the case may be). In the event of any breach of the foregoing, the Company or such Selling Stockholders, as the case may be, shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇▇▇▇▇ ▇& ▇▇▇▇▇▇ & Co.or at such other place as may be agreed upon among the Representatives, U.S. Bancorp Centerthe Company and the Attorneys (i) on the Closing Date, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇if written notice of the exercise of such option is received by the Company and the Attorneys at least two (2) full business days prior to the Closing Date, ▇▇▇▇▇▇▇▇▇▇▇or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company and the Attorneys receive written notice of the exercise of such option, ▇▇▇▇▇▇▇▇▇, if such notice is received by the Company and the Attorneys less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, certain of the Company, Selling Stockholders hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 4 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesAttorneys. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 8 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company Attorneys (and the Attorneys agree not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Attorneys). In the event of any breach of the foregoing, the Selling Stockholders who propose to sell the Option Shares shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, High Street Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or at such other place as may be agreed upon among the Representatives and the Attorneys (i) on the Closing Date, if written notice of the exercise of such option is received by the Attorneys at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Attorneys receive written notice of the exercise of such option, if such notice is received by the Attorneys less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 8(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders selling Option Shares herein, to the accuracy of the statements of the Company, the Selling Stockholders selling Option Shares and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders selling Option Shares of their respective obligations hereunder, to the conditions set forth in Section 7 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders selling Option Shares or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Tsi International Software LTD)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the CompanyCompany and the Selling Stockholders hereby grant, hereby grants severally and not jointly, to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm SharesUnderwriters, for use solely in the purpose of covering any over-allotments made by in connection with the Underwriters in the distribution and sale and distribution of the Firm SharesShares only, nontransferable options to purchase the respective number of Option Shares as set forth opposite the names of the Company and the Selling Stockholders in Schedule B hereto, all at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part at any time (but not more than once) within 30 during the period of thirty days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, the obligation of each Underwriter shall be by giving written notice to purchase from the Company up to an aggregate of 1,821,428 Option Sharesand the Selling Stockholders in accordance with Section 12 hereof. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No In the event such option is exercised for less than all of the Option Shares, the Option Shares to be purchased shall be purchased (i) first, from the Selling Stockholders on a pro rata basis, adjusted by the Representatives in such manner as to avoid fractional shares and, second, to the extent the aggregate number of Option Shares for which such option has been exercised exceeds 466,666, from the Company. The certificates in negotiable form for the Option Shares to be sold by the Selling Stockholders pursuant to the exercise of the option granted by this Section 7 have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Option Shares of such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and delivered unless that the Firm Shares previously have beenobligations of such Selling Stockholder hereunder shall not be terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If either Selling Stockholder should die or be incapacitated, or simultaneously areif any other such event should occur, sold and delivered. The before the delivery of the certificates for the Option Shares will to be sold by such Selling Stockholder, such Option Shares shall, except as specifically provided herein or in the Custody Agreement, be delivered by the Company to you Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian shall have received notice of such death or other event. Delivery of definitive certificates for the accounts of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in same-day funds or by wire transfer of same same-day funds funds, payable to the order of the Company with regard to the Option Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of Selling Stockholders with regard to the Option Shares being purchased from the Selling Stockholders. Such delivery and payment shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, A Professional Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or at such other place as may be agreed upon among the Representatives, the Company and the Attorneys (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Selling Stockholders at least two full business days prior to the Closing Date, or (ii) on a date that shall not be later than the third full business day following the date the Company and the Selling Stockholders receive written notice of the exercise of such option, if such notice is received by the Company and the Selling Stockholders less than two full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location location, including in New York City, as you may reasonably request for checking at least one full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. On The Consultant acknowledges that any shares which it may acquire from the basis Client pursuant to the exercise of the representations, warranties and agreements Options provided for herein contained, but subject will not have been registered pursuant to the terms Securities Act of 1933, as amended (the "Securities Act"), and conditions herein set forththerefore may not be sold or transferred by The Consultant except in the event that such shares are the subject of a registration statement or any future sale or transfer is, in the Companyopinion of counsel for the Client, hereby grants exempt from such registration provisions. The Consultant acknowledges that any shares which it may acquire pursuant to the several Underwriters an option to purchase all or any portion exercise of the Option Shares at Options will be for its own account and for investment purposes only and not with a view to the same purchase price resale or redistribution of same, The Consultant further consents that a legend substantially as follows be placed upon all certificates representing the Firm Shares, for use solely in covering any over-allotments made by shares which may be issued to the Underwriters in Consultant upon the sale and distribution exercise of the Firm SharesOptions: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED 1N THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE' CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED." The Consultant further consents that no stop transfer instruction will be placed on certificates issued to it upon the exercise of the Options.
(i) If the Client executes a Registration during the term of the contract, then the Consultant's shares will be added to this Registration at no cost to the Consultant. The option granted hereunder may be Client shall bear all costs and expenses attributable to such registration, excluding fees and expenses of the Consultant's counsel and any underwriting or selling commission. The Client shall maintain the effectiveness of such registration until all the Options are exercised in whole or in part throughout the term of this Agreement and for a 120 day period thereafter.
(ii) Notwithstanding the foregoing, if the Shares issuable upon exercise of the Options are not otherwise registered under the Securities Act and the Client shall at any time (but not more than once) within 30 days after the effective data hereof propose to file a registration statement under the Securities Act, which registration statement shall include shares of Common Stocic of the Client or any selling shareholder, the Client shall give written notice to the Consultant of such proposed registration and will permit the Consultant to include in such registration all Shares which it has acquired as of the date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Sharesnotice. The number of Option Shares Client shall bear all costs and expenses attributable to be purchased by each Underwriter shall be the same percentage such registration, excluding fees and expenses of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold Consultant's counsel and delivered unless the Firm Shares previously have been, any underwriting or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Dateselling commission.
Appears in 1 contract
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” ”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 875,000 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 240,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable is necessary to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company). Such delivery and payment shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇Freshman, Marantz, Orlanski, Coop▇▇ & Co., U.S. Bancorp Center▇lei▇, ▇▇▇ 00 ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇or, East Tower, Beverly Hills, California, or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for checking at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their respective obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the compliance with any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 360,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters in immediately available funds, by wire transfer of same day funds payable to the order of the Company Company. Such delivery and payment shall take place at the offices of Burr & ▇orm▇▇, ▇▇0 ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Masada Security Holdings Inc)
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part part, and upon multiple exercises, at any time (but not more than once) within 30 45 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the an “Second Option Closing” and “Second Option Closing Date,” respectively; provided, however, that the Second no Option Closing Date shall not be earlier than the First Initial Closing Date nor nor, unless otherwise agreed by the parties, earlier than the second business day after the date on which the option shall have been exercised. If Each of the option is exercisedInitial Closing Date and the Option Closing Dates may be referred to as a “Closing Date”. Each Underwriter agrees, the obligation of each Underwriter shall be severally and not jointly, to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The number of Option Shares (subject to be purchased by each Underwriter shall be such adjustments to eliminate fractional shares as you may determine) that bears the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters on such Option Closing Date as the number of Firm Shares to be purchased by set forth in Schedule I hereto opposite the name of such Underwriter is of bears to the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional sharesShares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you the Representatives (allocated among the Representatives as requested by the Representatives) for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Northland Securities, Inc. at 1▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 10:00 a.m., Central Eastern time, on the Second such Option Closing Date.
Appears in 1 contract
Sources: Underwriting Agreement (Connexa Sports Technologies Inc.)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSECTION 3. The Such option granted hereunder may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercised, public by giving written notice (the obligation of each Underwriter shall be "OPTION NOTICE") to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this SECTION 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same day funds the several Underwriters by certified or official bank check or checks drawn in NEXT DAY SAME-DAY funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and in the event of any breach of the foregoing the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach). In the event of any breach of such definitive certificate delivery obligations, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Gibs▇▇, ▇▇nn & ▇rut▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇4 Pa▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ at such other place as may be agreed upon between the Representative and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you shall specify at least two (2) full business days prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representative. It is understood that you, Central timeindividually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in SECTION 7(a), the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in SECTION 6, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Primegg LTD)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ______ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSECTION 3. The Such option granted hereunder may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercised, public by giving written notice (the obligation of each Underwriter shall be "OPTION NOTICE") to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this SECTION 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same day funds the several Underwriters by certified or official bank check or checks drawn in [NEXT DAY] [SAME-DAY] funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company, and in the event of any breach of the foregoing the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach). In the event of any breach of such definitive certificate delivery obligations, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇ ▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ or at such other place as may be agreed upon between the Representative and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you shall specify at least two (2) full business days prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representative. It is understood that you, Central timeindividually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in SECTION 7(a), the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in SECTION 6, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively”; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Each of the option is exercisedFirst Closing Date and the Second Closing Date may be referred to herein as a “Closing Date.” Each Underwriter agrees, the obligation of each Underwriter shall be severally and not jointly, to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The number of Option Shares (subject to be purchased by each Underwriter shall be such adjustments to eliminate fractional shares as you may determine) that bears the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters on such Second Closing Date as the number of Firm Shares to be purchased by set forth in Schedule I hereto opposite the name of such Underwriter is of bears to the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional sharesShares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., a.m. Central time, time on the Second Closing Date.
Appears in 1 contract
Sources: Purchase Agreement (Celcuity Inc.)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Brya▇ ▇▇▇▇ ▇▇▇, 2800 ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may be mutually acceptable reasonably request for checking at 9:00 a.m., Central time, on least one (1) full business day prior to the Second Closing Date.date of payment and delivery and will be
Appears in 1 contract
Sources: Underwriting Agreement (Medicis Pharmaceutical Corp)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 255,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, High Street Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company, and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the CompanySelling Stockholders hereby grant, hereby grants severally and not jointly, to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, the obligation of each Underwriter shall be by giving written notice to purchase from the Company up and the Attorneys. The maximum aggregate number of shares of Option Shares to an aggregate of 1,821,428 Option Sharesbe sold by each such Selling Stockholder is set forth opposite its name on Schedule B hereto. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No In the case of a partial exercise of such option, the number of Option Shares to be sold by each such Selling Stockholder shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The same proportion of the total number of Option Shares will to be delivered purchased pursuant to such exercise as the number of Option Shares set forth opposite such Selling Stockholder's name on Schedule B hereto bears to the aggregate maximum number of Option Shares to be sold by all of such Selling Stockholders as set forth on Schedule B, adjusted by the Company Representatives in such manner as to you avoid fractional shares. Delivery of definitive certificates for the accounts of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in same-day funds funds, payable to the order of the Company Custodian for the respective accounts of such Selling Stockholders. Such delivery and payment shall take place at the offices of ▇▇▇▇▇▇ ▇& ▇▇▇▇▇▇ & Co.or at such other place as may be agreed upon among the Representatives, U.S. Bancorp Centerthe Company and the Attorneys (i) on the Closing Date, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇if written notice of the exercise of such option is received by the Company and the Attorneys at least two (2) full business days prior to the Closing Date, ▇▇▇▇▇▇▇▇▇▇▇or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company and the Attorneys receive written notice of the exercise of such option, ▇▇▇▇▇▇▇▇▇, if such notice is received by the Company and the Attorneys less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the CompanyCompany and the Selling Stockholders hereby grant, hereby grants severally and not jointly, to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm SharesUnderwriters, for use solely in the purpose of covering any over-allotments made by in connection with the Underwriters in the distribution and sale and distribution of the Firm SharesShares only, nontransferable options to purchase the respective number of Option Shares as set forth opposite the names of the Company and the Selling Stockholders in Schedule B hereto, all at the purchase price per share for the Firm Shares set forth in Section 3. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part at any time (but not more than once) within 30 during the period of thirty days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, the obligation of each Underwriter shall be by giving written notice to purchase from the Company up to an aggregate of 1,821,428 Option Sharesand the Selling Stockholders in accordance with Section 12. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No In the event such option is exercised for less than all of the Option Shares, the Option Shares to be purchased shall be purchased pro rata (based on the numbers of Option Shares set forth in Schedule B hereto) from the Company and each of the Selling Stockholders named in Schedule B hereto, adjusted by the Representatives in such manner as to avoid fractional shares. The certificates in negotiable form for Option Shares to be purchased from the Selling Stockholders pursuant to the exercise of the option granted by this Section 7 have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Option Shares to be sold by such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and delivered unless that the Firm Shares previously have beenobligations of such Selling Stockholder hereunder shall not be terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or simultaneously areif any other such event should occur, sold and delivered. The before the delivery of the certificates for the Option Shares will to be sold by such Selling Stockholder, such Option Shares shall, except as specifically provided herein or in the Custody Agreement, be delivered by the Company to you Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian shall have received notice of such death or other event. Delivery of definitive certificates for the accounts of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in same-day funds or by wire transfer of same same-day funds funds, payable to the order of the Company with regard to the Option Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of Option Stockholders with regard to the Option Shares being purchased from the Option Stockholders. Such delivery and payment shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, L.L.P., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Suite 3000, Dallas, Texas 75201 or at such other place as may be agreed upon among the Representatives, the Company and the Attorneys (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Selling Stockholders at least two full business days prior to the Closing Date, or (ii) on a date that shall not be later than the third full business day following the date the Company and the Selling Stockholders receive written notice of the exercise of such option, if such notice is received by the Company and the Selling Stockholders less than two full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location location, including in New York City, as you may reasonably request for checking at least one full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a), the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the CompanyCompany and the Option Selling Stockholders hereby grant, hereby grants severally and not jointly, to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm SharesUnderwriters, for use solely in the purpose of covering any over-allotments made by in connection with the Underwriters in the distribution and sale and distribution of the Firm SharesShares only, a non-transferable option to purchase, at the price per Share for the Company Shares and the Selling Stockholder Firm Shares set forth in Section 3 hereof, the respective number of Company Option Shares and Selling Stockholder Option Shares set forth opposite the names of the Company and the Option Selling Stockholders in Schedule B hereto. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one occasion in whole or in part at any time (but not more than once) within during the period of 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company from and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. [The first _________ Option Shares to be purchased by the Underwriters upon the exercise of such option shall have been exercisedwill be purchased from one of the Option Selling Stockholders, ___________________. If The next ________ Option Shares to be purchased by the Underwriters upon the exercise of such option is exercisedwill be purchased from one of the Option Selling Stockholders, ______________. The next ___________ Option Shares to be purchased by the obligation Underwriters upon the exercise of each Underwriter shall such option will be purchased from one of the Option Selling Stockholders, ______________. The final _______ Option Shares to purchase be purchased by the Underwriters upon the exercise of such option will be purchased from the Company up to an aggregate of 1,821,428 Option Shares. Company.] The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless .
(i) on the Firm Shares previously have beenClosing Date, or simultaneously are, sold and delivered. The Option Shares will be delivered if written notice of the exercise of such option is received by the Company not later than three (3) full business days prior to the Closing Date, or (ii) on a later date, not later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is not received by the Company at least three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or other location, including, without limitation, in New York City, as you may reasonably request for checking at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters against Underwriters, may (but shall not be obligated to) make payment of the purchase price therefor on behalf of any Underwriter or Underwriters whose payment or payments shall not have been received by wire transfer of same day funds payable you prior to the order date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any Underwriter or Underwriters of any of its or their obligations hereunder. The several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Option Shares to be issued upon exercise of such option at the initial public offering price for the Firm Shares set forth in Section 3 hereof but after the initial public offering the several Underwriters may in their discretion vary the public offering price.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment for such Option Shares) to the accuracy of and compliance with the representations and warranties of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, officers of the Company and the Selling Stockholders made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the condition that all proceedings taken at or prior to the offices payment date in connection with the sale and transfer of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, U.S. Bancorp Centerand you shall have been furnished with all such documents, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, ▇▇▇▇▇▇▇▇▇▇▇warranties or statements, ▇▇▇▇▇▇▇▇▇, the performance of any of the covenants of the Company and the Selling Stockholders or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Datecompliance with any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the CompanySelling Stockholders, severally and not jointly, in the amounts set forth opposite their names on Schedule B, hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 200,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesSelling Stockholders. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company Selling Stockholders (and the Selling Stockholders agree not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company). Such delivery and payment shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.the Representative, U.S. Bancorp Centeror at such other place as may be agreed upon by the Representative and the Selling Stockholders (i) on the Closing Date, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇if written notice of the exercise of such option is received by the Selling Stockholders at least three (3) full business days prior to the Closing Date, ▇▇▇▇▇▇▇▇▇▇▇or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Selling Stockholders receives written notice of the exercise of such option, ▇▇▇▇▇▇▇▇▇, if such notice is received by the Selling Stockholders less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company and officers of the Company and the Selling Stockholders made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the compliance with any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Compass Plastics & Technologies Inc)
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, with respect to the 2,085,000 Option Shares hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 2,085,000 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇800 Nicollet Mall, ▇▇▇▇▇▇▇▇▇▇▇Minneapolis, ▇▇▇▇▇▇▇▇▇Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company and the Selling Stockholders hereby grants grant to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as to avoid fractional shares and the number of Option Shares to be purchased from the Company and each Selling Stockholder shall be determined in accordance with the proportions set forth on Schedule B, as adjusted by the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same transfer, certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company or the Selling Stockholders, as applicable (and the Company and the Selling Stockholders agree not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company or the Selling Stockholder, as applicable). In the event of any breach of the foregoing, the Company or the Selling Stockholder, as applicable, shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ & Co., U.S. Bancorp Center▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇ or at such other location place as may be mutually acceptable at 9:00 a.m., Central time, agreed upon among the Representatives and the Company (i) on the Second Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forthcontained, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 615,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part at any time (but not more than once) within 30 during the period of thirty days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day Federal funds payable to the order of account specified by the Company Company. Such delivery and payment shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇Arent, Fox, Kintner, Plot▇▇▇ & Co., U.S. Bancorp Center▇ahn, ▇▇▇ LC, 1050 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇ at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two full business days prior to the Closing Date, or
(ii) on a date which shall not be later than the third full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including in New York City, as you may reasonably request for checking at least one full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The number of Any Option Shares to be purchased by each Underwriter hereunder shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by or on behalf of the Company to you the Representative, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least twenty-four hours prior notice to the Company, including, at the option of the Representative, through the facilities of DTC for the accounts account of the several Underwriters such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of same day Federal (same-day) funds payable to the order of account specified to the Representative by the Company upon at least twenty-four hours prior notice. The Company will cause any certificates representing the Option Shares to be made available for checking and packaging at least twenty-four hours prior to an Option Closing Date with respect thereto at the offices Designated Office. The time and date of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as may delivery and payment shall be mutually acceptable at 9:00 9:30 a.m., Central New York City time, on the Second Closing Datedate specified by the Representative in the notice given by the Representative to the Company of the Underwriters' election to purchase such Option Shares or on such other time and date as the Company and the Representative may agree upon in writing. Each of the Company and the Selling Stockholders acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholders or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Stockholders.
Appears in 1 contract
Sources: Underwriting Agreement (Medical Properties Trust Inc)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 500,100 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co.▇▇▇▇▇▇▇▇▇, U.S. Bancorp CenterLLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose funds shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Information Advantage Software Inc)
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments over‑allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company Company, to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇800 Nicollet Mall, ▇▇▇▇▇▇▇▇▇▇▇Minneapolis, ▇▇▇▇▇▇▇▇▇Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Sources: Purchase Agreement (aTYR PHARMA INC)
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the CompanyCompany and the Option Selling Stockholders, acting severally and not jointly, hereby grants grant to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion of the up to 330,000 Company Option Shares and 270,000 Selling Stockholders Option Shares, respectively, at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time (but not more than once) within during the period of 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No The number of Option Shares to be purchased from the Company and each Option Selling Stockholder by each Underwriter shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The number of Option Shares will determined by multiplying the maximum number of Option Shares to be delivered sold by the Company or such Option Selling Stockholder set forth in Schedule B hereto by a fraction the numerator of which is the aggregate number of Option Shares to you be purchased by such Underwriter as set forth in the immediately preceding sentence and the denominator of which is the maximum number of Option Shares available to be purchased by the Underwriters hereunder, adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the accounts of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day immediately available funds payable to the order Company with regard to the Company Option Shares and to the Attorneys for the respective accounts of the Selling Stockholders Option Shares being purchased from such Option Selling Stockholders. Such delivery and payment shall take place at the Chicago office of Winston & Stra▇▇ (▇▇ at such other place as may be agreed upon among the Representatives, the Company and the Attorneys) (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date or (ii) on a later date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location, including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6 -40 - 41 hereof, and to the condition that all proceedings taken at or prior to the offices payment date in connection with the sale and transfer of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, U.S. Bancorp Centerand you shall have been furnished with all such documents, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, ▇▇▇▇▇▇▇▇▇▇▇warranties or statements, ▇▇▇▇▇▇▇▇▇, the performance of any of the covenants or such other location as may be mutually acceptable at 9:00 a.m., Central time, on agreements of the Second Closing DateCompany and the Selling Stockholders or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Lason Inc)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the _________ Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters drawn in same-day funds funds, payable to the order of the Company. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Fenwick & Co.West LLP, U.S. Bancorp CenterTwo Palo Alto Square, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇Palo Alto, ▇▇▇▇▇▇▇▇▇▇▇California 94306 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, ▇▇▇▇▇▇▇▇▇if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 5(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph
(a) less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company, hereby grants to the several Underwriters an option to purchase all or any portion part of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering plus any over-allotments made by additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the Underwriters in the sale and distribution provisions of the Firm SharesSection 8 hereof. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 30 days after to time only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the time and date of payment and time, as determined by you, when the delivery for such Option Shares are to be delivered, Shares. Any such time and date being herein referred to as of delivery shall be determined by the “Second Closing” and “Second Closing Date,” respectively; providedRepresentative, however, that the Second Closing Date but shall not be earlier later than the First Closing Date nor earlier than the second five full business day days after the date on which exercise of such option, nor in any event prior to the option shall have been exercisedClosing Time, as hereinafter defined. If the option is exercisedexercised as to all or any portion of the Option Shares, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The will sell that number of Option Shares to be purchased by then being purchased, and each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Initial Shares to be purchased by set forth in Schedule I opposite the name of such Underwriter is of bears to the total number of Firm Shares Initial Shares, subject in each case to be purchased by such adjustments among the several Underwriters, as adjusted by the Representatives in such manner Underwriters as the Representatives deem advisable Representative in its sole discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Sources: Underwriting Agreement (Ashford Hospitality Trust Inc)
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over- allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 360,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A ---------- hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives ---------- in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Brown, Rudnick, Freed & Co., U.S. Bancorp CenterGesmer, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as may be mutually acceptable at 9:00 a.m.including, Central timewithout limitation, on the Second Closing Date.in ▇▇▇
Appears in 1 contract
Sources: Underwriting Agreement (Abiomed Inc)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the CompanyCompany and the Selling Shareholders hereby grant, hereby grants severally and not jointly, to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 555,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercised, the obligation of each Underwriter shall be public by giving written notice to purchase from the Company up and the Attorneys. The maximum aggregate number of shares of Option Stock to an aggregate of 1,821,428 Option Sharesbe sold by the Company and each Selling Shareholder is set forth opposite their respective names on SCHEDULE B hereto. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in SCHEDULE A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in SCHEDULE A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option The certificates in negotiable form for the Selling Shareholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Shareholder agrees that the certificates for the Selling Shareholder Shares of such Selling Shareholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Shareholder hereunder shall not be terminated by the act of such Selling Shareholder or by operation of law, whether by the death or incapacity of such Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Shareholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder Shares hereunder, the Selling Shareholder Shares to be sold and delivered unless by such Selling Shareholder shall, except as specifically provided herein or in the Firm Shares previously have beenCustody Agreement, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian shall have received notice of such death or other event. Delivery of definitive certificates for the accounts of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company with regard to the Option Shares being purchased from the Company, and payable to the order of the Custodian for the respective accounts of the Selling Shareholders with regard to the Option Shares being purchased from the Selling Shareholders (and the Company and the Selling Shareholders agree not to deposit (and to cause the Custodian not to deposit) any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Custodian). In the event of any breach of the foregoing, the Company or the Selling Shareholders, as the case may be, shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇▇Rubin Baum Levin Constant Friedman & Bilzin, 2500 First Union Financi▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, FL 33131, ▇▇ ▇▇ such other ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ves, the Company and the Attorneys (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Attorneys at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company and the Attorneys receive written notice of the exercise of such option, if such notice is received by the Company and the Attorneys less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of the representations and warranties, and compliance in all material respects with the agreements of the Company and the Selling Shareholders herein, to the accuracy of the statements of the Company, the Selling Shareholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance in all material respects of any of the covenants or agreements of the Company and the Selling Shareholders or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 540,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No If the Underwriters elect to purchase less than the total number of Option Shares, the number of Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day immediately available funds payable to an account specified in writing by the Company with regard to the order of Option Shares being purchased from the Company Company. Such delivery and payment shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co.▇▇▇▇▇▇, U.S. Bancorp CenterProfessional Corporation, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇▇ or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose payment shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of their obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, at the Companypurchase price per share of Common Stock set forth in paragraph (a) above, each Option Selling Stockholder, acting severally and not jointly, hereby grants to the several Underwriters an option to the Underwriters, acting severally and not jointly, to purchase from the Company and each Option Selling Stockholder in Schedule I hereto, all or any portion part of the Option Shares at set forth in Schedule I opposite such party's name, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution provisions of the Firm SharesSection 8 hereof. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) to time within 30 days after such 30-day period only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact Attorneys setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the time and date of payment and time, as determined by you, when the delivery for such Option Shares are to be delivered, Shares. Any such time and date being herein referred to as of delivery (an "Option Closing Time") shall be determined by the “Second Closing” and “Second Closing Date,” respectively; providedRepresentatives, however, that the Second Closing Date but shall not be earlier later than three full business days (or earlier, without the First Closing Date nor earlier consent of the Company, than the second two full business day days) after the date on which exercise of such option, nor in any event prior to the option shall have been exercisedClosing Time, as hereinafter defined. If the option is exercised, exercised as to all or any portion of the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The , each Option Selling Stockholder will sell that number of Option Shares to be purchased by each Underwriter shall be that bears the same percentage proportion to the total number of Option Shares then being purchased as the number of Option Shares set forth in Schedule I opposite the name of such Option Selling Stockholder bears to the total number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Initial Shares to be purchased by set forth in Schedule II opposite the name of such Underwriter is of bears to the total number of Firm Initial Shares, plus any additional number of Option Shares which such Underwriter may become obligated to be purchased by purchase pursuant to the several Underwritersprovisions of Section 8 hereof, as adjusted by subject in each case to such adjustments among the Representatives in such manner Underwriters as the Representatives deem advisable Underwriters in their sole discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares to be sold by the Company hereunder, at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by youthe Representative, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” ”, respectively; provided, however, that the no Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Sharesunless otherwise agreed. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇800 Nicollet Mall, ▇▇▇▇▇▇▇▇▇▇▇Minneapolis, ▇▇▇▇▇▇▇▇▇Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the each Second Closing Date. Delivery of the Option Shares, in book-entry form shall be made by credit through full fast transfer to the accounts at the Depository Trust Company designated by the Representative.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Hell▇▇ ▇▇▇m▇▇ ▇▇▇te & McAu▇▇▇▇▇, ▇▇5 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.the Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Sequus Pharmaceuticals Inc)
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇800 Nicollet Mall, ▇▇▇▇▇▇▇▇▇▇▇Minneapolis, ▇▇▇▇▇▇▇▇▇Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 195,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company). Such delivery and payment shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.the Representative, U.S. Bancorp Centeror at such other place as may be agreed upon by the Representative and the Company (i) on the Closing Date, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇if written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, ▇▇▇▇▇▇▇▇▇▇▇or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, ▇▇▇▇▇▇▇▇▇, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Compass Plastics & Technologies Inc)
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 345,000 Option Shares at the same purchase price as per share for the Firm Shares, for use solely Shares set forth in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm SharesSection 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company). Such delivery and payment shall take place at the offices of ▇▇▇▇▇ ▇Freshman, Marantz, Orlanski, ▇▇▇▇▇▇ & Co.▇▇▇▇▇, U.S. Bancorp Center, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Floor, East Tower, Beverly Hills, California, or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for checking at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the CompanyCompany and the Selling Stockholders hereby grant, hereby grants severally and not jointly, to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm SharesUnderwriters, for use solely in the purpose of covering any over-allotments made by in connection with the Underwriters in the distribution and sale and distribution of the Firm SharesShares only, nontransferable options to purchase the respective number of Option Shares as set forth opposite the names of the Company and the Selling Stockholders in Schedule B hereto, all at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part at any time (but not more than once) within 30 during the period of thirty days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, the obligation of each Underwriter shall be by giving written notice to purchase from the Company up to an aggregate of 1,821,428 Option Sharesand the Selling Stockholders in accordance with Section 12 hereof. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No In the event such option is exercised for less than all of the Option Shares, the Option Shares to be purchased shall be purchased (i) first, from the Selling Stockholders on a pro rata basis, adjusted by the Representatives in such manner as to avoid fractional shares and, second, to the extent the aggregate number of Option Shares for which such option has been exercised exceeds 466,666, from the Company. The certificates in negotiable form for the Option Shares to be sold by the Selling Stockholders pursuant to the exercise of the option granted by this Section 7 have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Option Shares of such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and delivered unless that the Firm Shares previously have beenobligations of such Selling Stockholder hereunder shall not be terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If either Selling Stockholder should die or be incapacitated, or simultaneously areif any other such event should occur, sold and delivered. The before the delivery of the certificates for the Option Shares will to be sold by such Selling Stockholder, such Option Shares shall, except as specifically provided herein or in the Custody Agreement, be delivered by the Company to you Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian shall have received notice of such death or other event. Delivery of definitive certificates for the accounts of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in same-day funds or by wire transfer of same same-day funds funds, payable to the order of the Company with regard to the Option Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of Selling Stockholders with regard to the Option Shares being purchased from the Selling Stockholders. Such delivery and payment shall take place at the offices of LeClair Ryan, A Professional Corporation, 707 East Main ▇▇▇▇▇▇, ▇▇chmond, Virginia, or at such othe▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇e Representatives, ▇▇▇▇▇▇▇▇▇the Company and the Attorneys (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Selling Stockholders at least two full business days prior to the Closing Date, or (ii) on a date that shall not be later than the third full business day following the date the Company and the Selling Stockholders receive written notice of the exercise of such option, if such notice is received by the Company and the Selling Stockholders less than two full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location location, including in New York City, as you may reasonably request for checking at least one full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company and the Selling Shareholders hereby grants grant to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm SharesUnderwriters, for use solely in the purpose of covering any over-allotments made by in connection with the Underwriters in the distribution and sale and distribution of the Firm SharesShares only, a nontransferable option to purchase, the respective number of Company Option Shares and Selling Shareholder Shares set forth opposite the names of the Company and the Selling Shareholders in Schedule B hereto, at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Firm Shares are initially offered to the option is exercisedpublic, by giving written notice to the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option SharesCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No The Underwriters shall purchase all Selling Shareholder Shares before purchasing any Company Option Shares. The certificates in negotiable form for the Selling Shareholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Shareholder agrees that the certificates for the Selling Shareholder Shares of such Selling Shareholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Shareholder hereunder shall not be terminated by the act of such Selling Shareholder or by operation of law, whether by the death or incapacity of such Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Shareholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder Shares hereunder, the Selling Shareholder Shares to be sold and delivered unless by such Selling Shareholder shall, except as specifically provided herein or in the Firm Shares previously have beenCustody Agreement, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian shall have received notice of such death or other event. Delivery of definitive certificates for the accounts of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company with regard to the Company Option Shares being purchased, and to the order of either Attorney for the respective accounts of the Selling Shareholders with regard to the Selling Shareholder Shares (and the Company and the Selling Shareholders agree not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company and the Selling Shareholders). In the event of any breach of the foregoing, the Company and the Selling Shareholders shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Test▇, ▇▇rw▇▇▇ & ▇hib▇▇▇▇▇, ▇▇P, 125 ▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be mutually acceptable made by credit through full fast transfer to the accounts at 9:00 a.m.The Depository Trust Company designated by the Representatives. It is understood that you, Central timeindividually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Second Closing Datedate of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
(b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Shareholders herein, to the accuracy of the statements of the Company, the Selling Shareholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Shareholders or the satisfaction of any of the conditions herein contained.
Appears in 1 contract
Sources: Underwriting Agreement (Hadco Corp)
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-over allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 45 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Underwriters to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by youthe Representative, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If Each of the option is exercised, First Closing Date and the obligation of each Underwriter shall Second Closing Date may be referred to herein as a “Closing Date.” The several Underwriters agree to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The number of Option Shares (subject to be purchased by each Underwriter shall be such adjustments to eliminate fractional shares as the Representative may determine) that bears the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters on such Second Closing Date as the number of Firm Shares to be purchased by set forth in Schedule 1 hereto opposite the name of such Underwriter is of bears to the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional sharesShares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you the Representative for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Faegre Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇Center ▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., a.m. Central time, or such other time as the Representative and the Company may agree upon, on the Second Closing Date.
Appears in 1 contract
Sources: Underwriting Agreement (Gaia, Inc)
Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company, with respect to 195,000 of the Option Shares, and the Selling Stockholders, with respect to the number of Option Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto, hereby grants grant to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives ▇▇▇▇▇ ▇▇▇▇▇▇▇ to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company and the Selling Stockholders granting an option to purchase the Option Shares, on a pro rata basis up to an aggregate of 1,821,428 572,550 Option Shares, that number of Option Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion that the number of Option Shares granted by the Company and each such Selling Stockholder bears to the total number of Option Shares granted by the Company and all such Selling Stockholders. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives ▇▇▇▇▇ ▇▇▇▇▇▇▇ in such manner as the Representatives deem ▇▇▇▇▇ ▇▇▇▇▇▇▇ deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.
Appears in 1 contract