Optional Securities. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants the Option to the Underwriters to purchase, severally and not jointly, the Optional Securities at the same price as the Underwriters shall pay for the Firm Securities and the principal amount of the Optional Securities to be sold to an Underwriter shall be that principal amount which bears the same ratio to the aggregate principal amount of Optional Securities being purchased as the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto (or such number increased as set forth in Section 10). The Option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. The Option may be exercised in whole or in part at any time not more than 30 days subsequent to the date of this Agreement upon notice in writing or by facsimile by the Representative to the Company setting forth the amount (which shall be an integral multiple of $1,000) of Optional Securities as to which the Underwriters are exercising the Option; provided that the Option may not be exercised in more than two installments without the consent of the Company. The date for payment of the purchase price for, and delivery of certificates for the Optional Securities, being herein referred to as an “Optional Delivery Date,” which may be the Closing Date (the Closing Date and the Optional Delivery Date, if any, being sometimes referred to as a “Delivery Date”), shall be determined by the Representative but shall not be later than five full business days after written notice of election to purchase Optional Securities is given. Delivery of the Optional Securities shall be made to the Underwriters against payment of the purchase price by the Underwriters. Payment for the Optional Securities shall be effected either by wire transfer of immediately available funds to a bank account, the account number and the ABA number for such bank to be provided by the Company to the Representative at least two business days in advance of the Optional Delivery Date, or by such other manner of payment as may be agreed in writing by the Company and the Representative. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, issue a receipt for, and make payment of the purchase price for, the Optional Securities that it has agreed to purchase. Mxxxxxx Lxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Optional Securities to be purchased by any Underwriter whose funds have not been received by the Optional Delivery Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
Appears in 1 contract
Samples: Hutchinson Technology Incorporated (Hutchinson Technology Inc)
Optional Securities. Subject The U.S. Optional Securities to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants the Option to be purchased by the Underwriters to purchase, severally and not jointly, the on any Optional Securities at Closing Date shall be in the same price as the Underwriters shall pay for the Firm Securities and the principal amount of proportion to all the Optional Securities to be sold purchased by the Underwriters and the Managers on such Optional Closing Date as the U.S. Firm Securities bear to an Underwriter all the Firm Securities. Such U.S. Optional Securities shall be that principal amount which bears purchased from the Company for the account of each Underwriter in the same ratio to the aggregate principal amount of Optional Securities being purchased proportion as the principal amount number of U.S. Firm Securities set forth opposite such Underwriter's name bears to the name total number of such Underwriter in Schedule A hereto U.S. Firm Securities (or such number increased as set forth in Section 10). The Option subject to adjustment by CSFBC to eliminate fractions) and may be exercised purchased by the Underwriters only to cover for the purpose of covering over-allotments made in connection with the sale of the U.S. Firm Securities. No Optional Securities shall be sold or delivered unless the U.S. Firm Securities by and the UnderwritersInternational Firm Securities previously have been, or simultaneously are, sold and delivered. The Option right to purchase the Optional Securities or any portion thereof may be exercised in whole or in part from time to time and to the extent not previously exercised may be surrendered and terminated at any time not more than 30 days subsequent to the date of this Agreement upon notice in writing or by facsimile by CSFBC on behalf of Underwriters and the Representative Managers to the Company setting forth the amount (which shall be an integral multiple of $1,000) of Optional Securities as to which the Underwriters are exercising the Option; provided that the Option may not be exercised in more than two installments without the consent of the Company. The date Each time for payment of the purchase price for, and delivery of certificates and payment for the U.S. Optional Securities, being herein referred to as an “"Optional Delivery Closing Date,” ", which may be the First Closing Date (the First Closing Date and the each Optional Delivery Closing Date, if any, being sometimes referred to as a “Delivery "Closing Date”"), shall be determined by the Representative CSFBC but shall be not be later than five full business days after written notice of election to purchase Optional Securities is given. Delivery The Company will deliver the U.S. Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the Optional Securities shall be made to the Underwriters several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the Underwritersorder of CSFBC, at the office of Xxxxxxxx & Xxxxxxxx. Payment The certificates for the U.S. Optional Securities shall being purchased on each Optional Closing Date will be effected either by wire transfer in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the office of immediately available funds to CSFBC at a bank account, the account number and the ABA number for such bank to be provided by the Company to the Representative at least two business days reasonable time in advance of the such Optional Delivery Closing Date, or by such other manner of payment as may be agreed in writing by the Company and the Representative. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, issue a receipt for, and make payment of the purchase price for, the Optional Securities that it has agreed to purchase. Mxxxxxx Lxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Optional Securities to be purchased by any Underwriter whose funds have not been received by the Optional Delivery Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
Appears in 1 contract
Optional Securities. Subject (i) In addition, upon written notice from the Representatives given to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants the Option to the Underwriters to purchase, severally and not jointly, the Optional Securities at the same price as the Underwriters shall pay for the Firm Securities and the principal amount of the Optional Securities Forward Seller from time to be sold to an Underwriter shall be that principal amount which bears the same ratio to the aggregate principal amount of Optional Securities being purchased as the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto (or such number increased as set forth in Section 10). The Option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. The Option may be exercised in whole or in part at any time not more than 30 days subsequent to the date of this Agreement upon notice in writing or by facsimile by the Representative to the Company setting forth the amount (which shall be an integral multiple of $1,000) of Optional Securities as to which Final Prospectus, the Underwriters are exercising the Option; provided that the Option may not be exercised in more purchase all or less than two installments without the consent of the Company. The date for payment of the purchase price for, and delivery of certificates for the Optional Securities, being herein referred to as an “Optional Delivery Date,” which may be the Closing Date (the Closing Date and the Optional Delivery Date, if any, being sometimes referred to as a “Delivery Date”), shall be determined by the Representative but shall not be later than five full business days after written notice of election to purchase Optional Securities is given. Delivery all of the Optional Securities shall be made at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Optional Securities. Each of the Forward Seller (with respect to Borrowed Optional Securities) and the Company (with respect to Company Optional Securities and Company Top-Up Optional Securities) agrees to sell to the Underwriters against payment the respective number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase price from the Forward Seller (with respect to Borrowed Optional Securities) and the Company (with respect to Company Optional Securities and Company Top-Up Optional Securities) such Optional Securities. Such Borrowed Optional Securities, Company Optional Securities or Company Top-Up Optional Securities, as applicable, shall be purchased for the account of each Underwriter in the same proportion as the number of Primary Securities set forth opposite such Underwriter’s name bears to the total number of Primary Securities (subject to adjustment by the UnderwritersRepresentatives to eliminate fractions). Payment for the No Optional Securities shall be effected either by wire transfer of immediately available funds sold or delivered unless the Initial Securities previously have been, or simultaneously are, sold and delivered. The right to a bank account, purchase the account number Optional Securities or any portion thereof may be exercised from time to time and to the ABA number for such bank to extent not previously exercised may be provided surrendered and terminated at any time upon notice by the Company Representatives to the Representative at least two business days in advance of the Optional Delivery Date, or by such other manner of payment as may be agreed in writing by the Company and the Representative. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, issue a receipt for, and make payment of the purchase price for, the Optional Securities that it has agreed to purchase. Mxxxxxx Lxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Optional Securities to be purchased by any Underwriter whose funds have not been received by the Optional Delivery Date, but such payment shall not relieve such Underwriter from its obligations hereunderForward Seller.
Appears in 1 contract
Optional Securities. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants the Option to the Underwriters to purchase, severally and not jointly, the The U.S. Optional Securities at shall be purchased for the account of each Underwriter in the same price proportion as the Underwriters shall pay for the Firm Securities and the principal amount number of the Optional Securities to be sold to an Underwriter shall be that principal amount which bears the same ratio to the aggregate principal amount shares of Optional Securities being purchased as the principal amount of U.S. Firm Securities set forth opposite such Underwriter's name bears to the name total number of such Underwriter in Schedule A hereto shares of U.S. Firm Securities (or such number increased as set forth in Section 10subject to adjustment by CSFBC to eliminate fractions). The Option Optional Securities may be exercised purchased by the Underwriters and the Managers only to cover for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities by shall be sold or delivered unless the Underwritersrelated Firm Securities previously have been, or simultaneously are, sold and delivered. The Option right to purchase the Optional Securities or any portion thereof may be exercised in whole or in part from time to time and to the extent not previously exercised may be surrendered and terminated at any time not more than 30 days subsequent to the date of this Agreement upon notice in writing or by facsimile by the Representative to the Company setting forth the amount (which shall be an integral multiple CSFBC on behalf of $1,000) of Optional Securities as to which the Underwriters are exercising and the Option; provided that the Option may not be exercised in more than two installments without the consent of Managers to the Company. The date Each time for payment of the purchase price for, and delivery of certificates and payment for the U.S. Optional Securities, being herein referred to as an “"Optional Delivery Closing Date,” ", which may be the First Closing Date (the First Closing Date and the each Optional Delivery Closing Date, if any, being sometimes referred to as a “Delivery "Closing Date”"), shall be determined by the Representative CSFBC but shall be not be later than five seven full business days after written notice of election to purchase Optional Securities is given. Delivery The Company will deliver the U.S. Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the Optional Securities shall be made to the Underwriters several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the Underwritersorder of CalEnergy Company, Inc., at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. Payment The certificates for the U.S. Optional Securities shall will be effected either by wire transfer in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of immediately available funds to CSFBC, at a bank account, the account number and the ABA number for such bank to be provided by the Company to the Representative at least two business days reasonable time in advance of such Optional Closing Date. In connection with the Optional Delivery Dateshares sold in the Direct Sale, the Company will pay or cause to be paid to the Joint Book Running Managers for the U.S. Offering underwriting discounts and commissions in an amount per Security purchased in the Direct Sale equal to 60% of the underwriting discounts and commissions payable per Security in connection with the Securities purchased in the U.S. Offering, or by such other manner an aggregate of payment as may be agreed in writing by the Company and the Representative. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, issue a receipt for, and make payment of the purchase price for, the Optional Securities that it has agreed to purchase. Mxxxxxx Lxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price $1,480,000 for the Optional 2,000,000 Securities to be purchased by any Underwriter whose funds have not been received by in the Optional Delivery Date, but such payment shall not relieve such Underwriter from its obligations hereunderDirect Sale.
Appears in 1 contract
Optional Securities. Subject Upon written notice from the Representative given to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants the Option from time to the Underwriters to purchase, severally and not jointly, the Optional Securities at the same price as the Underwriters shall pay for the Firm Securities and the principal amount of the Optional Securities to be sold to an Underwriter shall be that principal amount which bears the same ratio to the aggregate principal amount of Optional Securities being purchased as the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto (or such number increased as set forth in Section 10). The Option may be exercised only to cover over-allotments in the sale of the Firm Securities by the Underwriters. The Option may be exercised in whole or in part at any time not more than 30 days subsequent to the date of this Agreement the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities from the Company at the purchase price per Ordinary Share paid for the Firm Securities. The Company agrees to sell the Underwriters the respective number of Optional Securities specified in such notice. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter's name bears to the total number of Firm Securities (subject to adjustment by the Representative to eliminate fractions) and may be purchased by the Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Prospectus, and, to the extent not previously exercised, may be surrendered and terminated at any time upon notice in writing or by facsimile by the Representative to the Company setting forth Sellers. Each time for the amount (which shall be an integral multiple of $1,000) of Optional Securities as to which the Underwriters are exercising the Option; provided that the Option may not be exercised in more than two installments without the consent of the Company. The date for payment of the purchase price for, and delivery of certificates and payment for the Optional Securities, being herein referred to as an “"Optional Delivery Closing Date,” ", which may be the Initial Closing Date, the Additional Closing Date (the Initial Closing Date, Additional Closing Date and the any Optional Delivery Date, if any, Closing Date being sometimes referred to as a “Delivery "Closing Date”"), shall be determined by the Representative but shall not be later than five full business days after written notice of election to purchase Optional Securities is given. Delivery of The Company will deliver the Optional Securities shall be made to the Representative through the facilities of DTC, for the respective accounts of the Underwriters against payment of the purchase price in federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the UnderwritersRepresentatives drawn to the order of the Company. Payment The certificates for the Optional Securities shall being purchased on each Optional Closing Date will be effected either by wire transfer in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the office of immediately available funds to a bank accountXxxxxxx Xxxxxxx & Xxxxxxxx LLP, the account number and the ABA number for such bank to be provided by the Company to the Representative 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at least two business days in advance of the 24 hours prior to such Optional Delivery Closing Date, or by such other manner of payment as may be agreed in writing by the Company and the Representative. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, issue a receipt for, and make payment of the purchase price for, the Optional Securities that it has agreed to purchase. Mxxxxxx Lxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Optional Securities to be purchased by any Underwriter whose funds have not been received by the Optional Delivery Date, but such payment shall not relieve such Underwriter from its obligations hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Aspen Insurance Holdings LTD)
