Common use of Over-Allotment Clause in Contracts

Over-Allotment. No later than ten (10) Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Member in writing of the number of New Securities that each Pre-emptive Member has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre- emptive Member exercising its rights to purchase its Pro Rata Portion of the New Securities in full (an “Exercising Member”) shall have a right of over-allotment such that if any other Pre-emptive Member has failed to exercise its right under this Section 9.1 to purchase its full Pro Rata Portion of the New Securities (each, a “Non-Exercising Member”), such Exercising Member may purchase its Pro Rata Portion of such Non-Exercising Member’s allotment by giving written notice to the Company within five (5) Business Days of receipt of the Over-allotment Notice (the “Over- allotment Exercise Period”).

Appears in 9 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement

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Over-Allotment. No later than ten five (105) Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Member in writing of the number of New Securities that each Pre-emptive Member has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-Over- allotment Notice”). Each Pre- Pre-emptive Member exercising its rights to purchase its Applicable Pro Rata Portion of the New Securities in full (an “Exercising Member”) shall have a right of over-allotment such that if any other Pre-emptive Member has failed to exercise its right under this Section 9.1 9.01 to purchase its full Applicable Pro Rata Portion of the New Securities (each, a “Non-Exercising Member”), such Exercising Member may purchase its Applicable Pro Rata Portion of such Non-Exercising Member’s allotment by giving written notice to the Company within five (5) Business Days of receipt of the Over-Over- allotment Notice (the “Over- Over-allotment Exercise Period”).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ascend Wellness Holdings, LLC), Limited Liability Company Agreement (Ascend Wellness Holdings, LLC)

Over-Allotment. No later than ten five (105) Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Member in writing of the number of New Securities that each Pre-emptive Member has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre- Pre-emptive Member exercising its rights to purchase its Pro Rata Portion of the New Securities in full (an “Exercising Member”) shall have a right of over-allotment such that if any other Pre-emptive Member has failed to exercise its right under this Section 9.1 3.07 to purchase its full Pro Rata Portion of the New Securities (each, a “Non-Exercising Member”), such Exercising Member may purchase its Pro Rata Portion of such Non-Exercising Member’s allotment by giving written notice to the Company within five (5) Business Days of receipt of the Over-allotment Notice (the “Over- Over-allotment Exercise Period”).

Appears in 1 contract

Samples: Operating Agreement (Atlanticus Holdings Corp)

Over-Allotment. No later than ten five (105) Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Preferred Member in writing of the number of New Securities that each Pre-emptive Preferred Member has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Allotment Notice”). Each Pre- emptive Preferred Member exercising its rights to purchase its such Preferred Member’s Pro Rata Portion of the New Securities in full (an “Exercising Member”) shall have a right of over-allotment such that if any other Pre-emptive Preferred Member has failed to exercise its right under this Section 9.1 9.01 to purchase its such other Member’s full Pro Rata Portion of the New Securities (each, a “Non-Exercising Member”), such Exercising Member may purchase its such Exercising Member’s Pro Rata Portion of such Non-Exercising Member’s allotment by giving written notice to the Company within five (5) Business Days of receipt of the Over-allotment Allotment Notice (the “Over- allotment Over-Allotment Exercise Period”).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Capstone Green Energy Holdings, Inc.)

Over-Allotment. No later than ten (10) Business Days days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Member in writing of the number of New Securities that each Pre-emptive Member has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Allotment Notice”). Each Pre- emptive Member exercising its rights right to purchase its Pro Rata Portion Share of the New Securities in full (an “Exercising Member”) shall have a right of over-allotment such that if any other Pre-emptive Member has failed fails to exercise its right rights under this Section 9.1 8.01 to purchase its full Pro Rata Portion Share of the New Securities (each, a “Non-Exercising Member”), such Exercising Member may purchase its Pro Rata Portion Share of such Non-Exercising Member’s allotment by giving written notice to the Company within five (5) Business Days days of receipt of the Over-allotment Allotment Notice (the “Over- allotment Over-Allotment Exercise Period”).

Appears in 1 contract

Samples: Operating Agreement (Sugarmade, Inc.)

Over-Allotment. No later than ten five (105) Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Member in writing of the number of New Securities that each Pre-emptive Member has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre- emptive Member exercising its rights right to purchase its Pro Rata Portion pro rata share (in accordance with its Membership Interest) of the New Securities in full (an “Exercising Member”) shall have a right of over-allotment such that if any other Pre-emptive Member has failed fails to exercise its right rights under this Section 9.1 6.01 to purchase its full Pro Rata Portion pro rata share of the New Securities (each, a “Non-Exercising Member”), such Exercising Member may purchase its Pro Rata Portion pro rata share of such Non-Exercising Member’s allotment by giving written notice to the Company within five (5) Business Days of receipt of the Over-allotment Notice (the “Over- Over-allotment Exercise Period”).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Creatd, Inc.)

Over-Allotment. No later than ten five (105) Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Member in writing of the number of New Securities that each Pre-emptive Member has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre- Pre-emptive Member exercising its rights to purchase its Applicable Pro Rata Portion of the New Securities in full (an “Exercising Member”) shall have a right of over-allotment such that if any other Pre-emptive Member has failed to exercise its right under this Section 9.1 IX.1 to purchase its full Applicable Pro Rata Portion of the New Securities (each, a “Non-Exercising Member”), such Exercising Member may purchase its Applicable Pro Rata Portion of such Non-Exercising Member’s 's allotment by giving written notice to the Company within five (5) Business Days of receipt of the Over-allotment Notice (the “Over- Over-allotment Exercise Period”).

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement

Over-Allotment. No later than ten five (105) Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Member in writing of the number of New Securities that each Pre-emptive Member has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre- Pre-emptive Member exercising its rights to purchase its Applicable Pro Rata Portion of the New Securities in full (an “Exercising Member”) shall have a right of over-allotment such that if any other Pre-emptive Member has failed to exercise its right under this Section 9.1 Article IX to purchase its full Applicable Pro Rata Portion of the New Securities (each, a “Non-Exercising Member”), such Exercising Member may purchase its Applicable Pro Rata Portion of such Non-Exercising Member’s allotment by giving written notice to the Company within five (5) Business Days of receipt of the Over-allotment Notice (the “Over- Over-allotment Exercise Period”).

Appears in 1 contract

Samples: Limited Liability Company Operatng Agreement (Helpful Alliance Co)

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Over-Allotment. No later than ten (10) five Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Emptive Member in writing of the number of New Securities that each Pre-emptive Emptive Member has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Allotment Notice”). Each Pre- emptive Pre-Emptive Member exercising its rights to purchase its Applicable Pro Rata Portion of the New Securities in full (an “Exercising Member”) shall have a right of over-allotment such that if any other Pre-emptive Emptive Member has failed to exercise its right under this Section 9.1 9.01 to purchase its full Applicable Pro Rata Portion of the New Securities (each, a “Non-Exercising Member”), such Exercising Member may purchase its Applicable Pro Rata Portion of such Non-Exercising Member’s allotment by giving written notice to the Company within five (5) 10 Business Days of receipt of the Over-allotment Allotment Notice (the “Over- allotment Over-Allotment Exercise Period”).

Appears in 1 contract

Samples: Limited Liability Company Agreement (ATN International, Inc.)

Over-Allotment. No later than ten five (105) Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Emptive Member in writing of the number of New Securities that each Pre-emptive Emptive Member has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the zero)(the “Over-allotment Allotment Notice”). Each Pre- emptive Pre-Emptive Member exercising its rights to purchase its Pro Rata Portion of the New Securities in full (an “Exercising Member”) shall have a right of over-allotment such that if any other Pre-emptive Emptive Member has failed to exercise its right under this Section 9.1 9.01 to purchase its full Pro Rata Portion of the New Securities (each, a “Non-Exercising Member”), such Exercising Member may purchase its Pro Rata Portion of such Non-Exercising Member’s allotment by giving written notice to the Company within five (5) Business Days of receipt of the Over-allotment Allotment Notice (the “Over- allotment Over-Allotment Exercise Period”).

Appears in 1 contract

Samples: Operating Agreement (Agrify Corp)

Over-Allotment. No later than ten five (105) Business Days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Member in writing of the number of New Securities that each Pre-emptive Member has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre- Pre-emptive Member exercising its rights to purchase its Applicable Pro Rata Portion of the New Securities in full (an “Exercising Member”) shall have a right of over-allotment such that if any other Pre-emptive Member has failed to exercise its right under this Section 9.1 10.01 to purchase its full Applicable Pro Rata Portion of the New Securities (each, a “Non-Exercising Member”), such Exercising Member may purchase its Applicable Pro Rata Portion of such Non-Non Exercising Member’s allotment by giving written notice to the Company within five (5) Business Days of receipt of the Over-allotment Notice (the “Over- Over-allotment Exercise Period”).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Longeveron LLC)

Over-Allotment. No later than ten five (105) Business Days days following the expiration of the Exercise Period, the Company shall notify each Pre-emptive Member in writing of the number of New Securities that each Pre-emptive Member has agreed to purchase (including, for the avoidance of doubt, where such number is zero) (the “Over-allotment Notice”). Each Pre- emptive Member exercising its rights to purchase its Common Pro Rata Portion of the New Securities in full (an “Exercising Member”) shall have a right of over-allotment such that if any other Pre-emptive Member has failed to exercise its right under this Section 9.1 9.01 to purchase its full Common Pro Rata Portion of the New Securities (each, a “Non-Exercising Member”), such Exercising Member may purchase its Common Pro Rata Portion of such Non-Exercising Member’s allotment by giving written notice to the Company within five (5) Business Days days of receipt of the Over-allotment Notice (the “Over- Over-allotment Exercise Period”).

Appears in 1 contract

Samples: Limited Liability Company Agreement

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