Optional ADSs Clause Samples
The "Optional ADSs" clause defines the terms under which additional American Depositary Shares (ADSs) may be issued or purchased beyond the initial amount specified in an agreement. Typically, this clause outlines the conditions, timeframes, and procedures for exercising the option to acquire these extra ADSs, such as notice requirements or pricing mechanisms. Its core practical function is to provide flexibility for parties to adjust the total number of ADSs involved in a transaction, accommodating changes in demand or investment strategy without renegotiating the entire agreement.
Optional ADSs. The Company hereby grants to the Underwriters the right to purchase at their election up to 12,345,679 Optional ADSs at the purchase price per ADS set forth in subsection (a) above. Any such election to purchase Optional ADSs may be exercised only once by written notice from the Underwriters to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional ADSs to be purchased and the date on which such Optional ADSs are to be delivered, as determined by the Underwriters but in no event earlier than the First Time of Delivery or, unless the Underwriters and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.
Optional ADSs. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm ADSs, the Representatives are hereby granted an option to purchase up to an additional 405,000 ADSs from the Company ("Over-allotment Option"). Such additional 405,000 ADSs are hereinafter referred to as the "Optional ADSs." The purchase price to be paid for the Optional ADSs will be the same price per Option Share as the price per Firm Share set forth in Section 1.1.1 hereof.
Optional ADSs. 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 Optional ADSs at the same purchase price as the Offered ADSs, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Offered ADSs. 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 (which notice must be confirmed in writing and may be made by electronic mail to the Company) by the Representative to the Company setting forth the aggregate number of Optional ADSs as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Ordinary Shares underlying the Optional ADSs are to be issued and the Optional ADSs are to be delivered, but in no event earlier than the First Closing Date (as defined above) 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. The number of Optional ADSs to be purchased by each Underwriter shall be the same percentage of the total number of Optional ADSs to be purchased by the several Underwriters as the number of Offered ADSs to be purchased by such Underwriter is of the total number of Offered ADSs to be purchased by the several Underwriters, as adjusted by the Representative in such manner as the Representative deems advisable to avoid fractional ADSs. No Optional ADSs shall be sold and delivered unless the Offered ADSs previously have been, or simultaneously are, sold and delivered.
Optional ADSs. The Selling Shareholders as set forth in Schedule I hereto, severally and not jointly, hereby grant to the Underwriters the right to purchase at their election up to 2,881,025 Optional ADSs as set forth in Schedule I hereto, at the purchase price per ADS set forth in subsection (a) above. Any such election to purchase Optional ADSs shall be made in proportion to the maximum number of Optional ADSs to be sold by such Selling Shareholders. Any such election to purchase Optional ADSs may be exercised only once and by written notice from the Representatives to such Selling Shareholders and the Company, given within a period of seven calendar days after the date of this Agreement and setting forth the aggregate number of Optional ADSs to be purchased and the date on which such Optional ADSs are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery or, unless the Representatives, such Selling Shareholders and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.
Optional ADSs. The Company will deliver the Optional ADSs to the Representative for the respective accounts of the several Underwriters through the facilities of The Depositary Trust Company or, at the election of the Representative, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date (as defined below)) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to Punk ▇▇▇▇▇▇, payable to the order of the Company, all at the offices of ▇▇▇▇▇▇▇▇▇ Traurig LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company, in the event the Representative elects to have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company], shall make the certificates for the Optional ADSs (and the Optional Shares underlying the Optional ADSs) available to the Representative for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day prior to the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Shares may be varied by agreement between the Company and Punk ▇▇▇▇▇▇.