Optional Shares. In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Initial Shares to be purchased by each of them (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Optional Shares as may be necessary to cover over-allotments made in connection with the offering of the Initial Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Initial Shares. This option may be exercised by you on behalf of the several Underwriters at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Optional Shares as to which the option is being exercised, and the date and time when Optional Shares are to be delivered (such date and time being herein referred to as the "Date of Delivery"); provided, however, that the additional time of purchase shall not be earlier than the Closing Time (as herein defined nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. As used herein "business day" shall mean a day on which the New York Stock Exchange is open for trading. The number of Optional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Initial Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Initial Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares).
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Optional Shares. In addition, The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Company hereby grants Representatives to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Initial Shares to be purchased by each of them (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Optional Shares as which notice may be necessary to cover over-allotments made in connection with the offering of the Initial Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Initial Shares. This option may be exercised by you on behalf of the several Underwriters given at any time (but not more than once) on or before the thirtieth day following within 30 days from the date hereof, by written notice to the Companyof this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option is being exercisedand (ii) the time, and the date and place at which the Optional Shares will be delivered (which time when and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be delivered purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such date and time being herein referred adjustments to eliminate fractional shares as the "Date of Delivery"); provided, however, Representatives may determine) that bears the additional time of purchase shall not be earlier than same proportion to the Closing Time (as herein defined nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. As used herein "business day" shall mean a day on which the New York Stock Exchange is open for trading. The total number of Optional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Initial Firm Shares set forth on Schedule A opposite the name of such Underwriter on Schedule A hereto bears to the total number of Initial Shares (subject, in each case, Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such adjustment as you may determine cancellation to eliminate fractional shares)the Company.
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Optional Shares. In addition, The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Company hereby grants Representatives to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Initial Shares to be purchased by each of them (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Optional Shares as which notice may be necessary to cover over-allotments made in connection with the offering of the Initial Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Initial Shares. This option may be exercised by you on behalf of the several Underwriters given at any time (but not more than once) on or before the thirtieth day following within 30 days from the date hereof, by written notice to the Companyof this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option is being exercisedand (ii) the time, and the date and place at which certificates for the Optional Shares will be delivered (which time when and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be delivered purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such date and time being herein referred adjustments to eliminate fractional shares as the "Date of Delivery"); provided, however, Representatives may determine) that bears the additional time of purchase shall not be earlier than same proportion to the Closing Time (as herein defined nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. As used herein "business day" shall mean a day on which the New York Stock Exchange is open for trading. The total number of Optional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Initial Firm Shares set forth on Schedule A opposite the name of such Underwriter on Schedule A hereto bears to the total number of Initial Firm Shares and (subject, b) the Company agrees to sell up to the number of Optional Shares set forth in each case, the paragraph “Introductory” of this Agreement (subject to such adjustment as you may determine adjustments to eliminate fractional sharesshares as the Representatives may determine). The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Appears in 1 contract
Sources: Underwriting Agreement (Minerva Neurosciences, Inc.)
Optional Shares. In addition, The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Company hereby grants Representative to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Initial Shares to be purchased by each of them (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Optional Shares as which notice may be necessary to cover over-allotments made in connection with the offering of the Initial Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Initial Shares. This option may be exercised by you on behalf of the several Underwriters given at any time (but not more than once) on or before the thirtieth day following within 30 days from the date hereof, by written notice to the Companyof this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option is being exercisedand (ii) the time, and the date and place at which certificates for the Optional Shares will be delivered (which time when and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representative and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be delivered purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such date and time being herein referred adjustments to eliminate fractional shares as the "Date of Delivery"); provided, however, Representative may determine) that bears the additional time of purchase shall not be earlier than same proportion to the Closing Time (as herein defined nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. As used herein "business day" shall mean a day on which the New York Stock Exchange is open for trading. The total number of Optional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Initial Firm Shares set forth on Schedule A opposite the name of such Underwriter on Schedule A hereto bears to the total number of Initial Firm Shares (subject, in each case, The Representative may cancel the option at any time prior to its expiration by giving written notice of such adjustment as you may determine cancellation to eliminate fractional shares)the Company.
Appears in 1 contract
Sources: Underwriting Agreement (Calix, Inc)