Common use of Over Allotment Option Clause in Contracts

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares (the “Option Shares”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be equal to the product of the Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb or at such other place (including remotely by facsimile or other electronic transmission of the required documentation) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 2 contracts

Sources: Underwriting Agreement (Indonesia Energy Corp LTD), Underwriting Agreement (Indonesia Energy Corp LTD)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares ___]1 shares of Common Stock (the “Option Shares”), with each Option Share to be purchased at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) Option the purchase price to be paid for the any Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) forty-five (45) days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb ▇▇▇▇▇ or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, purchase the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 2 contracts

Sources: Underwriting Agreement (Telemynd, Inc.), Underwriting Agreement (Telemynd, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [_____] Ordinary shares of Common Stock, representing fifteen percent (15%) of the Closing Shares (the “Option Shares”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the any Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb Fox Rothschild or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 2 contracts

Sources: Underwriting Agreement (Concierge Technologies Inc), Underwriting Agreement (Paltalk, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SharesSecurities, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [__] Ordinary Shares (the “Option SharesSecurities”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be equal to the product of the Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares Securities within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. The Representative Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 2 contracts

Sources: Underwriting Agreement (Loha Co. LTD), Underwriting Agreement (Loha Co. Ltd.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 1,392,857 shares of Common Stock (the “Option Shares”)) which may be purchased at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 2 contracts

Sources: Underwriting Agreement (Oxygen Biotherapeutics, Inc.), Underwriting Agreement (Oxygen Biotherapeutics, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares _____ shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 2 contracts

Sources: Underwriting Agreement (Heritage Distilling Holding Company, Inc.), Underwriting Agreement (Heritage Distilling Holding Company, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] _____ Ordinary Shares (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 2 contracts

Sources: Underwriting Agreement (Virax Biolabs Group LTD), Underwriting Agreement (Virax Biolabs Group LTD)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SharesSecurities, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [___] Ordinary Shares (the “Option SharesSecurities”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be equal to the product of the Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares Securities within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. The Representative Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 2 contracts

Sources: Underwriting Agreement (Powerbridge Technologies Co., Ltd.), Underwriting Agreement (Powerbridge Technologies Co., Ltd.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [__] Ordinary Shares shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb Underwriters’ Counsel or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 2 contracts

Sources: Underwriting Agreement (Actuate Therapeutics, Inc.), Underwriting Agreement (Actuate Therapeutics, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SharesSecurities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜] Ordinary Common Shares (“Option Warrants”; together with the Option Shares, the “Option SharesSecurities”). (b) In connection with an exercise of the Over-Allotment Option, (ia) the purchase price to be paid for the any Option Shares shall be is equal to the product of the Purchase Price $[˜] multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Shares Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 2 contracts

Sources: Underwriting Agreement (Newgioco Group, Inc.), Underwriting Agreement (Newgioco Group, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares _____ 1 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.. 1 Insert a number of shares equal to 15% of Closing Shares

Appears in 2 contracts

Sources: Underwriting Agreement (Kidpik Corp.), Underwriting Agreement (Kidpik Corp.)

Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing representations, warranties and covenants herein and subject to the conditions herein, (i) the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Representative is hereby granted an Underwriters shall have the option to subscribe for and purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”) to purchase), in each case, at a price per share equal to the aggregate, up Purchase Price less an amount per share equal to [•] Ordinary any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option SharesPurchase Price”).; (bii) In connection with an the parties agree that the Underwriters may only exercise of the Over-Allotment Option, (i) the purchase price to be paid Option for the Option Shares shall be equal to purpose of covering over-allotments made in connection with the product offering of the Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”)Firm Shares. (ciii) The Representative may exercise the Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by on behalf of the Representative as to all (Underwriters at any time) time in whole, or any part (from time to time) of the Option Shares within time in part, no later than forty-five (45) days after the Execution Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option , by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail written notice to the Company from (the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an Option Closing DateOver-Allotment Exercise Notice”), which will . Each exercise date may not be later than two ten (210) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb or at such other place (including remotely by facsimile or other electronic transmission of the required documentation) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by written notice wire transfer in immediately available funds to the Companyaccount(s) specified by the Company to the Representative at least two (2) Business Day in advance of such payment at the office of R▇▇▇▇▇▇▇ & C▇▇▇ LLP at 6▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”). Delivery of the Option Shares shall be made through the facilities of DTC, unless the Representative shall otherwise instruct.

Appears in 2 contracts

Sources: Underwriting Agreement (DarkIris Inc.), Underwriting Agreement (DarkIris Inc.)

Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Sharesrepresentations, warranties and covenants herein and subject to the Representative is conditions herein, (i) the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [*] Ordinary additional shares of Common Stock, representing 15.0% of the Closing Shares sold in the offering from the Company (the “Option Shares”). The purchase price to be paid per Option Share shall be equal to the price per Closing Share set forth in Section 3(a) hereof. The Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (bii) In connection with upon an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be equal to the product of the Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb or at such other place (including remotely by facsimile or other electronic transmission of the required documentation) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Option Shares to the Underwriters will become obligated and each Underwriter agrees to purchasepurchase from the Company, severally and not jointly, the number of Option Shares shares specified in such noticethe Over-Allotment Exercise Notice (as defined in Section 3(b)(iii)); (iii) The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the Closing Date, by written notice from the Underwriters to the Company (the “Over-Allotment Exercise Notice”). The Representative Underwriters must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Shares; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made by written notice wire transfer in immediately available funds to the accounts specified by the Company to the Underwriters at the offices of S▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP. at 11:00 a.m. New York City time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth Business Day thereafter, as the Underwriters and the Company may agree upon in writing (an “Additional Closing Date”). The Option Shares Payment shall be made against delivery to the Underwriters for the respective accounts of the Underwriters of the Option Shares to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Shares duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriters shall otherwise instruct.

Appears in 2 contracts

Sources: Underwriting Agreement (Curanex Pharmaceuticals Inc), Underwriting Agreement (Curanex Pharmaceuticals Inc)

Over Allotment Option. (ai) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter the Option Shares, and the Representative is hereby granted an Underwriter shall have the option to purchase, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”) to purchase), in each case, at a price per share equal to the aggregate, up Per Share Price less an amount per share equal to [•] Ordinary any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Option Shares”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be equal to the product of the Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Per Share Price”). (cii) The Over-Allotment Option granted pursuant to this Section 2.2 Company and the Underwriter agree that the Underwriter may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the only exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after purpose of covering over-allotments made in connection with the date Offering of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb or at such other place Firm Shares. (including remotely by facsimile or other electronic transmission of the required documentationiii) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon The Underwriter may exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the expiration Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Per Share Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date (as defined below). (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by written notice wire transfer in immediately available funds to the Companyaccount(s) specified by the Company to the Underwriter at least two (2) business days in advance of such payment at such other place on the same or such other date and time, as shall be mutually agreed (an “Additional Closing Date”). If the Underwriter so elects, delivery of the Option Shares may be made by credit through full fast transfer to the account at DTC designated by the Underwriter.

Appears in 2 contracts

Sources: Underwriting Agreement (3 E Network Technology Group LTD), Underwriting Agreement (3 E Network Technology Group LTD)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SharesSecurities, the Representative is Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Ordinary Shares Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] shares of Common Stock (the “Option Shares”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (the “Option Warrants”, and collectively with the Option Units, Option Shares and the shares of Common Stock issuable upon exercise of the Option Warrants, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the any Option Shares shall be Units is equal to the product of the Unit Purchase Price multiplied by the number of Option Shares Units to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Units within forty-five (45) 45 days after the Execution Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares Units prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for the Option Shares Units (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb S&W or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Units does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 2 contracts

Sources: Underwriting Agreement (Gaucho Group Holdings, Inc.), Underwriting Agreement (Gaucho Group Holdings, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary _____]1 Common Shares (the “Option Shares”), representing fifteen percent (15%) of the Closing Shares sold in the Offering, at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.. 1 Insert 15% of the Closing Shares

Appears in 2 contracts

Sources: Underwriting Agreement (Lannister Mining Corp.), Underwriting Agreement (Lannister Mining Corp.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the "Over-Allotment Option") to purchase, in the aggregate, up to [_____] Ordinary Shares shares of Common Stock (the "Option Shares"). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the "Option Closing Purchase Price"). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an "Option Closing Date"), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Seelos Therapeutics, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Common Shares (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (InMed Pharmaceuticals Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 7,792,207 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45thirty) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Senseonics Holdings, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 1,500,000 shares of Common Stock (the “Option Shares”)) which may be purchased at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Bellerophon Therapeutics, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SharesSecurities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares ____________ shares of Common Stock (the “Option SharesSecurities”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be Securities is equal to the product of the Share Purchase Price multiplied by the number of Option Shares Securities to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (each, an “Option Closing Date”), which will not be later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Cachet Financial Solutions, Inc.)

Over Allotment Option. (a) 4. For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 1,308,000 shares of Common Stock (the “Option Shares”). (b) 5. In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) 6. The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Loeb Faegre or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (AquaBounty Technologies, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares _____ shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Representative may exercise the Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five thirty (4530) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Representative may exercise the Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the RepresentativeCompany, which the Representative must be confirmed confirm in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Adial Pharmaceuticals, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 450,000 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (CPS Technologies Corp/De/)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SharesSecurities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 342,000 shares of Common Stock (the “Option SharesSecurities”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be Securities is equal to the product of the Share Purchase Price multiplied by the number of Option Shares Securities to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (each, an “Option Closing Date”), which will not be later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Cachet Financial Solutions, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 180,656 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb the Representative or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. On each Option Closing Date, if any, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 at the Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of the Representative or such other location as the Company and Representative shall mutually agree.

Appears in 1 contract

Sources: Underwriting Agreement (Helius Medical Technologies, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 450,000 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (TSS, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 429,000 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (iMedia Brands, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares _____ shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Cardiff Lexington Corp)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares _____ shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Key Mining Corp.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 375,000 shares of Common Stock (the “Option Shares”), which may be purchased at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) Option the purchase price to be paid for the any Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or written notice by electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) forty-five (45) days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, purchase the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option (provided the Representative has not provided written notice of an Option Closing Date), by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Nanoviricides, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 462,000 shares of Common Stock (the “Option Shares”)) with each Option Share to be purchased at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Monaker Group, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 642,857 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five thirty (4530) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail written notice to the Company from the Representative, which which, if notice is oral, must be confirmed within one (1) Business Day in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the oral or written notice (whichever occurs first) or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb or L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Anixa Biosciences Inc)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 686,250 shares of Common Stock (the “Option Shares”)) which may be purchased at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Dare Bioscience, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 147,600 shares of Common Stock (the “Option Shares”)) with each Option Share to be purchased at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Us Energy Corp)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 636,750 shares of Common Stock (the “Option Shares”)) which may be purchased at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Mandalay Digital Group, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 2,400,000 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [__] Ordinary additional Shares (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the such Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Advanced Human Imaging LTD)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Sharesallotments, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 488,765 additional ADSs (the “Option SharesADSs”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be ADSs is equal to the product of the ADS Purchase Price multiplied by the number of Option Shares ADSs to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) ADSs for 45 days after the Execution Dateclosing of the Offering (but not to close after March 30, 2021, unless the Company has filed its Annual Report on Form 20-F by that day). An Underwriter will not be under any obligation to purchase any Option Shares ADSs prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares ADSs to be purchased and the date and time for delivery of and payment for the such Option Shares ADSs (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb SRF or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares ADSs does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares ADSs specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Over- Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Medigus Ltd.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 1,650,000 shares of Common Stock (the “Option Shares”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Loeb Faegre or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (AquaBounty Technologies, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 130,500 shares of Common Stock (the “Option Shares”)) which may be purchased at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Monaker Group, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Firm Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•[ ] Ordinary Shares shares of Common Stock (the “Option Shares”). (b) In connection with an exercise of the Over-Allotment Option, (i) the aggregate purchase price to be paid for the Option Shares shall be is equal to the product of the Purchase Price per Share multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”)purchased. (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Agrify Corp)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares ____________ shares of Preferred Stock (the “Option Shares”)) at the Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (ia) the purchase price to be paid for the Option Shares shall be is equal to the product of the Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Medical Transcription Billing, Corp)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 669,181 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Salarius Pharmaceuticals, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 7,031,250 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (AIkido Pharma Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares _____ shares of Common Stock (the “Option Shares”), which may be purchased at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (ia) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (F5 Finishes, Inc)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 1,000,000 shares at the Undiscounted Share Purchase Price and up to 538,461 shares at the Discounted Share Purchase Price (such shares, in the aggregate, the “Option Shares”), with any exercise of the Over-Allotment Option to me made pro rata to such allocation. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Undiscounted Share Purchase Price or Discounted Share Price, as applicable based on the pro rata allocation referred to in Section 2.2(a), multiplied by the number of Option Shares to be purchased at such price (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five thirty (4530) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Ranpak Holdings Corp.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 202,500 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (cbdMD, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 2,343,750 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (VistaGen Therapeutics, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) ), from time to time and on one or more occasions, to purchase, in the aggregate, up to [____] Ordinary Shares shares of Common Stock (the “Option Shares”)) which may be purchased at the Share Purchase Price. In addition, the Company will pay to the Underwriters a non-accountable expense allowance in the amount of one percent (1%) of the Offering price of the Option Shares purchased by the Underwriters at each Over-Allotment-Option Closing. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be Shares, if any, is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised exercised, in whole or in part, on one or more occasions, by the giving of oral or electronic mail notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Loeb SHLLP or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon each exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Biofrontera Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 3,462,499 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five thirty (4530) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place location (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Transenterix, Inc.)

Over Allotment Option. (ai) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative Maxim is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares ________ shares of Common Stock (the “Option Shares”), upon the basis of the representations and warranties, and subject to the terms and conditions contained in this Agreement. (bii) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the any Option Shares shall be is equal to the product of the Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (ciii) The Over-Allotment Option granted pursuant to this Section 2.2 2.1(b) may be exercised by the Representative Maxim as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An No Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeMaxim. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the RepresentativeMaxim, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) forty-five (45) days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeMaxim, at the offices of Loeb Representatives’ Counsel or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the RepresentativeMaxim. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative Maxim may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Hylete, Inc.)

Over Allotment Option. (a) For 5.1 BIP hereby grants to the purposes of covering any over-allotments Underwriters, in connection with the distribution and sale of the Closing Sharesrespective percentages set forth in Section 19.1 hereof, the Representative is hereby granted an irrevocable option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [•] Ordinary Shares 2,494,200 Units (the “Option SharesAdditional Units”) for the purchase price of $42.10 per Additional Unit, being an aggregate purchase price of up to $105,005,820 (the “Additional Purchase Price”). (b) In connection with an . If the Representatives, on behalf of the Underwriters, elect to exercise of the Over-Allotment Option, the Representatives shall notify BIP in writing not later than 5:00 p.m. (iToronto time) on the purchase price to be paid for 30th day after the Option Shares Closing Date, which notice shall be equal to the product of the Purchase Price multiplied by specify the number of Option Shares Additional Units to be purchased by the Underwriters and the date (the “Over-Allotment Closing Date”) and time at which such Additional Units are to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may Closing Time”) which date shall be exercised by the Representative as to all (at any time) no earlier than four business days or any part (from time to time) of the Option Shares within forty-later than five (45) business days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by and, in any event, may not be earlier than the RepresentativeClosing Date. The Over-Allotment Option granted hereby Additional Units may be exercised by purchased solely for the giving purpose of oral or electronic mail notice covering over-allotments made in connection with the Offering, if any, and for market stabilization purposes. If any Additional Units are purchased, each Underwriter agrees, severally and not jointly, to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth purchase the number of Option Shares Additional Units (subject to such adjustments to eliminate fractional Units as the Underwriters may determine) that bears the same proportion to the total number of Additional Units to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb or at such other place (including remotely by facsimile or other electronic transmission of the required documentation) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in Units being purchased by such notice. The Representative may cancel the Over-Allotment Option at any time prior Underwriter bears to the expiration total number of the Over-Allotment Option by written notice to the CompanyUnits purchased.

Appears in 1 contract

Sources: Underwriting Agreement (Brookfield Infrastructure Partners L.P.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SharesSecurities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares _____ shares of Common Stock (the “Option SharesSecurities”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be Securities is equal to the product of the Closing Purchase Price on a per share basis, multiplied by the number of Option Shares Securities to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (each, an “Option Closing Date”), which will not be later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Viveve Medical, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary 750,000 shares of Common Stock representing fifteen percent (15%) of the Closing Shares (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five thirty (4530) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Biotricity Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [] Ordinary shares of Common Stock, representing fifteen percent (15%) of the Closing Shares sold in the Offering (the “Option Shares”), which may be purchased at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the any Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) forty-five (45) days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb ▇▇▇▇▇▇▇▇ & Worcester LLP or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Med-X, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 150,000 shares of Common Stock (the “Option Shares”)) which Option Shares may be purchased at the Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Cemtrex Inc)

Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Sharesrepresentations, warranties and covenants herein and subject to the Representative is conditions herein, (i) the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary 562,500 additional shares of Common Stock, representing 15.0% of the Closing Shares sold in the offering from the Company (the “Option Shares”). The purchase price to be paid per Option Share shall be equal to the price per Closing Share set forth in Section 3(a) hereof. The Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (bii) In connection with upon an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be equal to the product of the Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb or at such other place (including remotely by facsimile or other electronic transmission of the required documentation) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Option Shares to the Underwriters will become obligated and each Underwriter agrees to purchasepurchase from the Company, severally and not jointly, the number of Option Shares shares specified in such noticethe Over-Allotment Exercise Notice (as defined in Section 3(b)(iii)); (iii) The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the Closing Date, by written notice from the Underwriters to the Company (the “Over-Allotment Exercise Notice”). The Representative Underwriters must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Shares; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made by written notice wire transfer in immediately available funds to the accounts specified by the Company to the Underwriters at the offices of S▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP. at 11:00 a.m. New York City time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth Business Day thereafter, as the Underwriters and the Company may agree upon in writing (an “Additional Closing Date”). The Option Shares Payment shall be made against delivery to the Underwriters for the respective accounts of the Underwriters of the Option Shares to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Shares duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriters shall otherwise instruct.

Appears in 1 contract

Sources: Underwriting Agreement (Curanex Pharmaceuticals Inc)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [•] Ordinary 247,500 shares of Common Stock, representing fifteen percent (15%) of the Closing Shares (the “Option Shares”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the any Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting transmission. Such notice shall set forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb Fox Rothschild or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Marygold Companies, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Firm Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 833,333 shares of Common Stock (the “Option Shares”). (b) In connection with an exercise of the Over-Allotment Option, (i) the aggregate purchase price to be paid for the Option Shares shall be is equal to the product of the Purchase Price per Share multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”)purchased. (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Agrify Corp)

Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Sharesrepresentations, warranties and covenants herein and subject to the conditions herein, the Representative is hereby granted an Underwriter shall have the option to purchase the Option Shares from the Company (the “Over-Allotment Option”) to purchase), in each case, at a price per Share equal to the aggregate, up Purchase Price less an amount per Share equal to [•] Ordinary any dividends or distributions declared by the Company and payable on the Closing Shares but not payable on the Option Shares (the “Over-Allotment Option SharesPurchase Price”).; (b) In connection with 4.2.2. Upon an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be equal to the product of the Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb or at such other place (including remotely by facsimile or other electronic transmission of the required documentation) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchase, issue and sell the number of Option Shares specified in such noticeto the Underwriter; 4.2.3. The Representative Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) Calendar Day following the date of the Final Prospectus Supplement, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least one (1) Business Day prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. 4.2.4. The Over-Allotment Exercise Notice shall set forth each of the following: 4.2.4.1 the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised. 4.2.4.2 the Over-Allotment Option Purchase Price. 4.2.4.3 the names and denominations in which the Option Shares are to be registered. 4.2.4.4 the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of the Over-Allotment Exercise Notice. 4.2.5. Payment for the Option Shares (the “Option Shares Payment”) shall be made by written notice wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of Underwriter Counsel at 10:00 a.m. ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth (5th) Business Day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Shares Payment shall be made against delivery to the Underwriter for the respective accounts of the Underwriter of the Option Shares to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Shares duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct.

Appears in 1 contract

Sources: Underwriting Agreement (Super League Enterprise, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 501,792 shares of Common Stock (the “Option Shares”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (AquaBounty Technologies, Inc.)

Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Sharesrepresentations, warranties and covenants herein and subject to the Representative is conditions herein, (i) the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [*] Ordinary additional shares of Common Stock, representing 15.0% of the Closing Shares sold in the offering from the Company (the “Option Shares”).. The purchase price to be paid per Option Share shall be equal to the price per Closing Share set forth in Section 3(a) hereof. The Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (bii) In connection with upon an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be equal to the product of the Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb or at such other place (including remotely by facsimile or other electronic transmission of the required documentation) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Option Shares to the Underwriters will become obligated and each Underwriter agrees to purchasepurchase from the Company, severally and not jointly, the number of Option Shares shares specified in such noticethe Over-Allotment Exercise Notice (as defined in Section 3(b)(iii)); (iii) The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the Closing Date, by written notice from the Underwriters to the Company (the “Over-Allotment Exercise Notice”). The Representative Underwriters must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Shares; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made by written notice wire transfer in immediately available funds to the accounts specified by the Company to the Underwriters at the offices of S▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP. at 11:00 a.m. New York City time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth Business Day thereafter, as the Underwriters and the Company may agree upon in writing (an “Additional Closing Date”). The Option Shares Payment shall be made against delivery to the Underwriters for the respective accounts of the Underwriters of the Option Shares to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Shares duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriters shall otherwise instruct.

Appears in 1 contract

Sources: Underwriting Agreement (C2 Capital Group, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares _____4 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (SharonAI Holdings, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [15% of total number of securities offered] Ordinary Shares shares of Preferred Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb LB or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Applied UV, Inc.)

Over Allotment Option. (a) For 5.1 BIP hereby grants to the purposes of covering any over-allotments Underwriters, in connection with the distribution and sale of the Closing Sharesrespective percentages set forth in Section 19.1 hereof, the Representative is hereby granted an irrevocable option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [•] Ordinary Shares 2,343,750 Units (the “Option SharesAdditional Units”) for the purchase price of $32.00 per Additional Unit, being an aggregate purchase price of up to $75,000,000 (the “Additional Purchase Price”). (b) In connection with an . If the Representatives, on behalf of the Underwriters, elect to exercise of the Over-Allotment Option, the Representatives shall notify BIP in writing not later than 5:00 p.m. (iToronto time) on the purchase price to be paid for 30th day after the Option Shares Closing Date, which notice shall be equal to the product of the Purchase Price multiplied by specify the number of Option Shares Additional Units to be purchased by the Underwriters and the date (the “Over-Allotment Closing Date”) and time at which such Additional Units are to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may Closing Time”) which date shall be exercised by the Representative as to all (at any time) no earlier than three business days or any part (from time to time) of the Option Shares within forty-later than five (45) business days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by and, in any event, may not be earlier than the RepresentativeClosing Date. The Over-Allotment Option granted hereby Additional Units may be exercised by purchased solely for the giving purpose of oral or electronic mail notice covering over-allotments made in connection with the Offering, if any, and for market stabilization purposes. If any Additional Units are purchased, each Underwriter agrees, severally and not jointly, to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth purchase the number of Option Shares Additional Units (subject to such adjustments to eliminate fractional Units as the Underwriters may determine) that bears the same proportion to the total number of Additional Units to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb or at such other place (including remotely by facsimile or other electronic transmission of the required documentation) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in Units being purchased by such notice. The Representative may cancel the Over-Allotment Option at any time prior Underwriter bears to the expiration total number of the Over-Allotment Option by written notice to the CompanyUnits purchased.

Appears in 1 contract

Sources: Underwriting Agreement (Brookfield Infrastructure Partners L.P.)

Over Allotment Option. (a) For 5.1 The Partnership hereby grants to the purposes of covering any over-allotments Underwriters, in connection with the distribution and sale of the Closing Sharesrespective percentages set forth in Section 19 hereof, the Representative is hereby granted an irrevocable option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [•] Ordinary Shares 1,598,250 Units (the “Option SharesAdditional Units”) for the purchase price of $37.55 per Additional Unit, being an aggregate purchase price of up to $60,014,287.50, less an amount per Additional Unit equal to any dividend or distribution declared by the Partnership and payable on the Units but not payable on the Additional Units (the “Additional Purchase Price”). (b) In connection with an . If the Representatives, on behalf of the Underwriters, elect to exercise of the Over-Allotment Option, the Representatives shall notify the Partnership in writing not later than 5:00 p.m. (iNew York City time) on the purchase price to be paid for 30th day after the Option Shares Closing Date, which notice shall be equal to the product of the Purchase Price multiplied by specify the number of Additional Units to be purchased by the Underwriters and the date (the “Over-Allotment Option Shares Closing Date”) and time at which such Additional Units are to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may Closing Time”) which date shall be exercised by the Representative as to all (at any time) no earlier than three business days or any part (from time to time) of the Option Shares within forty-later than five (45) business days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by and, in any event, may not be earlier than the RepresentativeClosing Date. The Over-Allotment Option granted hereby Additional Units may be exercised by purchased solely for the giving purpose of oral or electronic mail notice covering over-allotments made in connection with the Offering, if any, and for market stabilization purposes. If any Additional Units are purchased, each Underwriter agrees, severally and not jointly, to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth purchase the number of Option Shares Additional Units (subject to such adjustments to eliminate fractional Units as the Underwriters may determine) that bears the same proportion to the total number of Additional Units to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb or at such other place (including remotely by facsimile or other electronic transmission of the required documentation) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in Units being purchased by such notice. The Representative may cancel the Over-Allotment Option at any time prior Underwriter bears to the expiration total number of the Over-Allotment Option by written notice to the CompanyUnits purchased.

Appears in 1 contract

Sources: Underwriting Agreement (Brookfield Renewable Partners L.P.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary 292,500 shares of Common Stock, representing 15% of the Closing Shares (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Cyclo Therapeutics, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 253,125 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Heritage Distilling Holding Company, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SharesSecurities, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] 262,500 Ordinary Shares (the “Option SharesSecurities”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be equal to the product of the Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares Securities within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. The Representative Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Powerbridge Technologies Co., Ltd.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 975,000 shares of Common Stock (the “Option Shares”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 30 days after the Execution DateDate (provided if the last day is not a Trading Day, the immediately following Trading Day shall be the last day in the Over-Allotment Option. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Comstock Mining Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SharesSecurities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•[ ] Ordinary Shares shares of Common Stock (the “Option Shares”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Closing Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”)purchased. (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Focus Universal Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SharesSecurities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to [•] Ordinary Shares an additional 624,999 shares of Common Stock (“Option Shares”) and/or (ii) Warrants to purchase up to 624,999 shares of Common Stock (“Option Warrants”; together with the Option Shares, the “Option SharesSecurities”). (b) In connection with an exercise of the Over-Allotment Option, (ia) the purchase price to be paid for the any Option Shares shall be is equal to the product of the Purchase Price $2.39 multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $0.01 multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Shares Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Newgioco Group, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary ●]2 Common Shares (the “Option Shares”), which may be purchased at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Lianluo Smart LTD)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares _____ shares of Common Stock, or fifteen percent (15%) of the total number of shares of Common Stock to be offered by the Company in the Offering (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb SRFC or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Tesspay Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 625,000 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (SharonAI Holdings Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 714,750 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb S▇▇▇▇▇▇▇ or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Milestone Scientific Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares _____]1 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.. 1 Insert 15% of the Closing Shares

Appears in 1 contract

Sources: Underwriting Agreement (Capstone Holding Corp.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 4,390,244 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five thirty (4530) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail written notice to the Company from the Representative, which which, if notice is oral, must be confirmed within one (1) Business Day in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the oral or written notice (whichever occurs first) or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Diffusion Pharmaceuticals Inc.)

Over Allotment Option. (a) For 5.1 BBU hereby grants to the purposes of covering any over-allotments Underwriters, in connection with the distribution and sale of the Closing Sharesrespective percentages set forth in Section 19.1 hereof, the Representative is hereby granted an irrevocable option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [•] Ordinary Shares 1,000,500 Units (the “Option SharesAdditional Units”) for the purchase price of $30.00 per Additional Unit, being an aggregate purchase price of up to $30,015,000.00 (the “Additional Purchase Price”). (b) In connection with an . If the Representatives, on behalf of the Underwriters, elect to exercise of the Over-Allotment Option, the Representatives shall notify BBU in writing not later than 5:00 p.m. (iToronto time) on the purchase price to be paid for 30th day after the Option Shares Closing Date, which notice shall be equal to the product of the Purchase Price multiplied by specify the number of Option Shares Additional Units to be purchased by the Underwriters and the date (the “Over-Allotment Closing Date”) and time at which such Additional Units are to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may Closing Time”) which date shall be exercised by the Representative as to all (at any time) no earlier than three business days or any part (from time to time) of the Option Shares within forty-later than five (45) business days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by and, in any event, may not be earlier than the RepresentativeClosing Date. The Over-Allotment Option granted hereby Additional Units may be exercised by purchased solely for the giving purpose of oral or electronic mail notice covering over-allotments made in connection with the Offering, if any, and for market stabilization purposes. If any Additional Units are purchased, each Underwriter agrees, severally and not jointly, to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth purchase the number of Option Shares Additional Units (subject to such adjustments to eliminate fractional Units as the Underwriters may determine) that bears the same proportion to the total number of Additional Units to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb or at such other place (including remotely by facsimile or other electronic transmission of the required documentation) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in Units being purchased by such notice. The Representative may cancel the Over-Allotment Option at any time prior Underwriter bears to the expiration total number of the Over-Allotment Option by written notice to the CompanyUnits purchased.

Appears in 1 contract

Sources: Underwriting Agreement (Brookfield Business Partners L.P.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 273,000 shares of Common Stock (the “Option Shares”). (b) In connection with an exercise of the Over-Allotment Option, (ia) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days business day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Lakeland Industries Inc)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 400,000 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb LB or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Applied UV, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Sharesallotments, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] 970,419 additional Ordinary Shares (the “Option Over-Allotment Shares”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Over-Allotment Shares shall be is equal to the product of the Ordinary Share Purchase Price multiplied by the number of Option Over-Allotment Shares to be purchased (the aggregate purchase price to be paid on an Option Over-Allotment Closing Date, the “Option Over-Allotment Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Over-Allotment Shares within forty-five (45) for 25 days after the Execution Dateclosing of the Offering. An Underwriter will not be under any obligation to purchase any Option Over-Allotment Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail mail, email or facsimile or other electronic transmission setting forth the number of Option Over-Allotment Shares to be purchased and the date and time for delivery of and payment for the Option such Over-Allotment Shares (each, an “Option Over-Allotment Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb SRF or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Over-Allotment Shares does not occur on the Closing Date, each Option Over-Allotment Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Over-Allotment Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Over- Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Farmmi, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Ordinary Shares shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed within one (1) Business Day in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Reviva Pharmaceuticals Holdings, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] 666,666 Ordinary Shares (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Underwriters as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeOption. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Loeb Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Shares does do not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, each of the Underwriters Underwriters, acting severally and not jointly, will become obligated to purchase, the number of Option Shares specified in such notice. The Representative Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (RedCloud Holdings PLC)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the "Over-Allotment Option") to purchase, in the aggregate, up to [•] Ordinary _____]Common Shares (the "Option Shares”)") at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the "Option Closing Purchase Price"). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an "Option Closing Date"), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Sphere 3D Corp)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SharesSecurities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [•] Ordinary Shares 2,611,200 shares of Common Stock (the “Option Shares”)) and/or up to 1,305,600 warrants to purchase 1,305,600 shares of Common Stock (the “Option Warrant”, collectively with the Option Shares, the “Option Securities”) which may be purchased at a per Option Share price of $0.6875 and a per Option Warrant price of $0.01. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the any Option Shares shall be is equal to the product of the Closing Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb Underwriter Counsel, or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such noticeShares. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (It Tech Packaging, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 272,727 shares of Common Stock (the “Option Shares”)) which Option Shares may be purchased at the Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Cerecor Inc.)

Over Allotment Option. (a) For Subject to all the purposes terms and conditions of covering any over-allotments in connection with this Agreement, the distribution and sale Company grants to the Representative on behalf of the Closing Shares, the Representative is hereby granted Underwriters an option (the “Over-Allotment Option”) to purchase, in the aggregateseverally and not jointly, all or less than all of up to [•] Ordinary an additional 108,000 Shares (the “Option Shares” and, together with the Firm Shares, the “Offered Shares”). . The purchase price (bnet of discount and commissions) In connection with an exercise to be paid for each Option Shares will be the same purchase price (net of discount and commissions) allocated to each Firm Share. The Option may be exercised in whole or in part at any time on or before the Over-Allotment Option, earlier of (i) the purchase price 45th day after the date of this Agreement and (ii) the day prior to be paid the day on which the Company files with the Commission its Annual Report on Form 10-K for the fiscal year ended December 31, 2016, upon written notice (the “Option Shares shall be equal Notice”) by the Representative to the product of Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the Purchase Price multiplied by date specified for closing in the number of Option Shares to be purchased Notice (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase PriceDate). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the aggregate number of Option Shares to be purchased and the time and date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb or at such other place (including remotely by facsimile or other electronic transmission of the required documentation) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the noticepurchase. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in the Option Notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (as adjusted by the Representative in such notice. The Representative may cancel manner as it deems advisable to avoid fractional securities) that bears the Over-Allotment Option at any time prior same proportion to the expiration number of Firm Shares to be purchased by it as set forth on Schedule I hereto opposite such Underwriter’s name as the Over-Allotment total number of Option by written notice Shares to be purchased bears to the Companytotal number of Firm Shares.

Appears in 1 contract

Sources: Underwriting Agreement (Interpace Diagnostics Group, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 181,818 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Envision Solar International, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 985,714 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb M▇▇▇▇ or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. On the Option Closing Date, the Representative shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to the aggregate purchase price for the Option Shares. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Cognition Therapeutics Inc)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SharesSecurities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to [•] Ordinary an additional 5,624,950 Common Shares (“Option Shares”) and/or Pre-Funded Warrants to purchase up to 5,624,950 Common Shares (“Option Pre-Funded Warrants”) and/or (ii) Class B Warrants to purchase up to 5,624,950 Common Shares (“Option Purchase Warrants”; together with the Option Shares and the Option Pre-Funded Warrants, the “Option SharesSecurities”). (b) In connection with an exercise of the Over-Allotment Option, (ia) the purchase price to be paid for the any Option Shares shall be is equal to the product of the Purchase Price $1.482675 multiplied by the number of Option Shares to be purchased, (b) the purchase price to be paid for any Option Pre-Funded Warrants is equal to the product of $1.482675 multiplied by the number of Option Pre-Funded Warrants to be purchased and (c) the purchase price to be paid for any Option Purchase Warrants is equal to the product of $0.009325 multiplied by the number of Option Purchase Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Shares Securities (each, an “Option Closing Date”), which will not be later than the earlier of 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Imperial Petroleum Inc./Marshall Islands)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares _____ shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb M&E or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Key Mining Corp.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SharesSecurities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 0 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb MW or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. On the Option Closing Date, the Representative shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to the aggregate purchase price for the Option Shares. (d) The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Ideal Power Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 783,970 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb Mintz or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. On the Option Closing Date, the Representative shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to the aggregate purchase price for the Option Shares. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Immix Biopharma, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares 240,000 shares of Common Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the a Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Contango ORE, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares _____ shares of Preferred Stock (the “Option Shares”)) at the Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (ia) the purchase price to be paid for the Option Shares shall be is equal to the product of the Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Medical Transcription Billing, Corp)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [•] Ordinary Shares ______ shares of Preferred Stock (the “Option Shares”)) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb EGS or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Applied UV, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [*] Ordinary shares of Common Stock, representing fifteen percent (15%) of the Closing Shares sold in the Offering (the “Option Shares”). (b) In connection with an exercise of the Over-Allotment Option, (ia) the purchase price to be paid for the any Option Shares shall be is equal to the product of the Closing Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, and shall be consummated remotely via the exchange of funds, documents and signatures, or, at the option of the parties, at the offices of Loeb SRF or at such other place (including remotely by facsimile or other electronic transmission of the required documentation) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Silo Pharma, Inc.)

Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SharesSecurities, the Representative is Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] Ordinary Shares Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] shares of Common Stock (the “Option Shares”) and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (the “Option Warrants”, and collectively with the Option Units and Option Shares, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the any Option Shares shall be Units is equal to the product of the Unit Purchase Price multiplied by the number of Option Shares Units to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Units within forty-five (45) 45 days after the Execution Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares Units prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for the Option Shares Units (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb S&W or at such other place (including remotely by facsimile or other electronic transmission of the required documentationtransmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Units does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.

Appears in 1 contract

Sources: Underwriting Agreement (Gaucho Group Holdings, Inc.)