Common use of Purchase of the Shares by the Underwriters Clause in Contracts

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 Option Shares. Such option is granted solely for the purpose of covering over- allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Sl Green Realty Corp)

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Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 16,300,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 2,445,000 Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____[ ] per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Kite Realty Group Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 10,100,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 1,515,000 Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] _ per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Sl Green Realty Corp

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 the Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of the Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 2,109,375 Option Shares. Such option is granted solely for Shares if the purpose of covering over- allotments in Underwriters sell more than the sale number of Firm Shares and is exercisable as provided in Section 4 hereofthe offering. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-100 share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____[ ] per share. The Company shall not be obligated to deliver any of the Shares to be delivered by it on the First Delivery Date or the Second any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: DSW Inc.

Purchase of the Shares by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 20,759,700 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 3,113,955 additional Option Shares. Such option is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more Class A Ordinary Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Any such election to purchase Option Shares shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of Option Shares to be sold by the Company. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of Firm Shares. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of Underwriters for both the Firm Shares and any Option Shares shall be is $[_____] per share. The Company shall is not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (AMTD International Inc.)

Purchase of the Shares by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 5,000,000 shares of the Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 750,000 additional shares of Option Shares. Such option is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more Ordinary Shares than the number of shares of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Shares to be sold on such Delivery Date as the number of shares of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Shares. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of Underwriters for both the Firm Shares and any Option Shares shall be is $[_____] 13.02 per share. The Company shall is not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (InMode Ltd.)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 17,500,000 Firm SharesShares and the Selling Shareholder agrees to sell, severally and not jointlythrough Giant Haven, 7,500,000 Firm Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 2,625,000 Option Shares and the Selling Shareholder grants to the Underwriters an option to purchase up to 1,125,000 Option Shares. Such option is options are granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is are exercisable as provided in Section 4 5 hereof. The Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase Option Shares other than in 100-100 share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] · per share. The Neither the Company nor the Selling Shareholder shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second any Delivery Date (as hereinafter defined), as the case may be, except upon payment to such party for all the Shares to be purchased from such party on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Chipmos Technologies Bermuda LTD)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 [•] Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 [•] additional Option Shares. Such option is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more Common Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[_____] per share. The Company shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Chatham Lodging Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 4,500,000 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 675,000 additional Option Shares. Such option is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more Common Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[_____] 15.61425 per share. The Company shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Chatham Lodging Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 10,500,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto, together with any additional number of Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 1,575,000 Option Shares. Such option is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares shall be $[_____] 4.979 per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Kite Realty Group Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 5,614,200 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 757,917 additional Option Shares. Such option is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of shares of Option Shares to be sold on such Delivery Date as the number of shares of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[_____] 14.3830 per share. The Company shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (First Financial Bancorp /Oh/)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 3,250,000 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 487,500 additional Option Shares. Such option is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more Common Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[_____] 17.52425 per share; provided that the purchase price per share for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Firm Shares but not payable on such Option Shares. The Company shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Chatham Lodging Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 2,000,000 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of the Firm Shares set forth appearing opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company hereby grants to the Underwriters an option to purchase up to 1,500,000 300,000 Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-100 share amountsquantities. The price of both the Firm Shares and any Option Shares shall be $[_____] $ per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all of the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Selfcare Inc)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 5,000,000 shares of the Firm Shares, severally and not jointly, Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 750,000 shares of Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Shares of Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-100 share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] _ per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Clickservice Software LTD

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, in and subject to the terms and conditions of, of this Agreement, the Company agrees to sell 10,000,000 the Firm Shares, severally and not jointly, Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, Shares as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 Option Shares9,750,000 shares of Common Stock, severally and not jointly. Such option (the “Option”) is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional Shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares shall be $[_____] 28.3475 per shareShare. The Company shall not be obligated to deliver any of the Shares to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all of the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: The Williams (Williams Companies Inc)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, in and subject to the terms and conditions of, of this Agreement, the Company agrees to sell 10,000,000 the Firm Shares, severally and not jointly, Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, Shares as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 Option Shares7,950,000 shares of Common Stock, severally and not jointly. Such option (the “Option”) is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional Shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares shall be $[_____] 55.4325 per shareShare. The Company shall not be obligated to deliver any of the Shares to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all of the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: The Williams (Williams Companies Inc)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 5,000,000 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 750,000 additional Option Shares. Such option is granted solely for Each Underwriter agrees, severally and not jointly, to purchase the purpose number of covering over- allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[_____] 21.74 per share; provided that the purchase price per share for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Firm Shares but not payable on such Option Shares. The Company shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Chatham Lodging Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company Fund agrees to sell 10,000,000 [ ] Firm Shares, severally and not jointly, Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company Fund grants to the Underwriters an option to purchase up to 1,500,000 [ ] Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 5 hereof. The Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of shares of the Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase Option Shares other than in 100-100 share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____15.00] per share. The Company Fund shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Lehman Brothers First Trust Income Opportunity Fund)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 10,250,000 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that such Underwriter's ’s name in Schedule 1 A hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 1,537,500 additional Option Shares. Such option is granted solely for the purpose of covering over- allotments Shares exercisable in the sale event that the Underwriters sell more Common Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Any such election to purchase Option Shares shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of Option Shares to be sold by the Company as set forth in Schedule A hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[_____] $ per share. The Company shall not be obligated to issue and deliver any of the Firm Shares or Option Shares to be issued and delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Greenlight Capital Re, Ltd.)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 the Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of the Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 2,109,375 Option Shares. Such option is granted solely for Shares if the purpose of covering over- allotments in Underwriters sell more than the sale number of Firm Shares and is exercisable as provided in Section 4 hereofthe offering. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-100 share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] 17.67 per share. The Company shall not be obligated to deliver any of the Shares to be delivered by it on the First Delivery Date or the Second any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Letter Agreement (Retail Ventures Inc)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 4,200,000 Firm Shares, severally and not jointly, Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 630,000 Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each such Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-100 share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] _ per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Mind Cti LTD)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Shareholder agrees to sell 10,000,000 20,000,000 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company Selling Shareholder grants to the Underwriters an option to purchase up to 1,500,000 3,000,000 additional Option Shares. Such option is granted solely for the purpose of covering over- allotments Shares exercisable in the sale event that the Underwriters sell more Common Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 5 hereof. Any such election to purchase Option Shares shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of Option Shares to be sold by the Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[_____] per share. The Company Selling Shareholder shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: OneBeacon Insurance Group, Ltd.

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, in and subject to the terms and conditions of, of this Agreement, the Company agrees to sell 10,000,000 the Firm Shares, severally and not jointly, Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, Shares as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 Option Shares6,975,000 shares of Common Stock, severally and not jointly. Such option (the “Option”) is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional Shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares shall be $[_____] 31.00 per shareShare. The Company shall not be obligated to deliver any of the Shares to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: The Williams (Williams Companies Inc)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 12,000,000 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 1,800,000 Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name names of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share 100 Share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] $ 6.327 per shareShare. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defineddefined in Section 4 hereof), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Parker Drilling Co /De/)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 2,500,000 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 375,000 additional Option Shares. Such option is granted solely for Each Underwriter agrees, severally and not jointly, to purchase the purpose number of covering over- allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[_____] 3.68 per share. The Company shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (BioSig Technologies, Inc.)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 5,000,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 750,000 Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name names of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] 24.2447 per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Liberty Property Limited Partnership)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 5,700,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 855,000 Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name names of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-100 share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] _ per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Great Lakes Reit Inc

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 8,200,000 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 1,230,000 Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. The Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The purchase price of both to be paid by the Underwriters for the Firm Shares and any Option Shares shall be $[_____] U.S.$__.00 per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defineddefined in Section 4), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: El Sitio Inc

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company Trust agrees to sell 10,000,000 4,000,000 Firm Shares, severally and not jointly, Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company Trust grants to the Underwriters an option to purchase up to 1,500,000 600,000 Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-100 share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] 21.035 per share. The Company Trust shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Pennsylvania Real Estate Investment Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 _________ Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 _________ Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name names of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] __ per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defineddefined below), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Liberty Property Limited Partnership

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company REIT agrees to sell 10,000,000 17,100,000 Firm Shares, severally and not jointly, Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company REIT grants to the Underwriters an option to purchase up to 1,500,000 2,565,000 Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] 19.3325 per share. The Company REIT shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all of the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (U-Store-It Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 4,000,000 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 600,000 additional Option Shares. Such option is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more Common Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[_____] 15.28 per share. The Company shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Chatham Lodging Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 [_______] Firm Shares, severally and not jointly, Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 [_______] Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-100 share amountslots. The price of both the Firm Shares and any Option Shares shall be $[_____] _ per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Mindleaders Com Inc

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name names of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] 10.40 per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Berkshire Realty Co Inc /De

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Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 7,500,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 1,125,000 Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name names of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives Underwriters so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] 23.28 per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Liberty Property Limited Partnership)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 the [10,000,000] Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 [1,500,000] Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name names of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____[ ] per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Prentiss Properties Trust/Md)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 1,200,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto, together with any additional number of Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 180,000 Option Shares. Such option is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares shall be $[_____] 24.3328 per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Kite Realty Group Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 3,500,000 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 525,000 additional Option Shares. Such option is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more Common Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[_____] 14.0385 per share. The Company shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Chatham Lodging Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 3,500,000 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 525,000 additional Option Shares. Such option is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more Common Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[_____] 29.575 per share; provided that the purchase price per share for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Firm Shares but not payable on such Option Shares. The Company shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Chatham Lodging Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 25,000,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto, together with any additional number of Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 3,750,000 Option Shares. Such option is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares shall be $[_____] 3.064 per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Kite Realty Group Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 3,000,000 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth appearing opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company hereby grants to the Underwriters an option to purchase up to 1,500,000 450,000 Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.in

Appears in 1 contract

Samples: Human Genome Sciences Inc

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 16,500,000 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 2,475,000 Option Shares. Such option is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more Common Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters pursuant to this Agreement shall be $[_____] 19.5435 per share. The Company shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Northeast Utilities)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company REIT agrees to sell 10,000,000 25,000,000 Firm Shares, severally and not jointly, Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company REIT grants to the Underwriters an option to purchase up to 1,500,000 3,750,000 Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] 15.00 per share. The Company REIT shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all of the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (U-Store-It Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 4,000,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 600,000 Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives Underwriters so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Sl Green Realty Corp

Purchase of the Shares by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 19,323,600 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 2,898,540 additional Option Shares. Such option is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more Ordinary Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Any such election to purchase Option Shares shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of Option Shares to be sold by the Company. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of Firm Shares. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of Underwriters for both the Firm Shares and any Option Shares shall be $[_____is US$[ ] per share. The Company shall is not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Ebang International Holdings Inc.)

Purchase of the Shares by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 Firm Shares, severally and not jointly, 4,340,000 Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company that number of Shares that represents the same proportion of the number of Shares to be sold by the Company as the number of Shares set forth opposite the name of such Underwriter in Schedule I represents to the total number of Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 651,000 additional Option Shares. Such option is granted solely for the purpose of covering over- allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Any such election to purchase Option Shares shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of Option Shares to be sold by the Company. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of Firm Shares. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of Underwriters for both the Firm Shares and any Option Shares shall be is $[_____] 26.125 per share. The Company shall is not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Kornit Digital Ltd.)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, in and subject to the terms and conditions of, of this Agreement, the Company agrees to sell 10,000,000 the Firm Shares, severally and not jointly, Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, Shares as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 Option Shares3,900,000 shares of Common Stock, severally and not jointly. Such option (the “Option”) is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional Shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares shall be $[_____] 29.6723 per shareShare. The Company shall not be obligated to deliver any of the Shares to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Williams Companies Inc)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 _________ Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of the Firm Shares set forth appearing opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company hereby grants to the Underwriters an option to purchase up to 1,500,000 _______ Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-100 share amountsquantities. The price of both the Firm Shares and any Option Shares shall be $[_____] _ per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all of the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Focal Inc)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 8,500,000 Firm Shares, severally and not jointly, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto, together with any additional number of Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 1,275,000 Option Shares. Such option is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares shall be $[_____] 14.2595 per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Kite Realty Group Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 7,500,000 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants Selling Shareholders grant to the Underwriters an option to purchase up to 1,500,000 1,125,000 Option Shares. The maximum number of Shares to be sold by each Selling Shareholder upon exercise of such option is set forth opposite such Selling Shareholder's name in Schedule 2 hereto. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 5 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name names of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share 100 Share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] _ per shareShare. The Neither the Company nor the Selling Shareholders shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined)Date, as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Atp Oil & Gas Corp)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 3,500,000 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 525,000 Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name names of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share 100 Share amounts. The price of both the Firm Shares and any Option Shares shall be $[$ _____] _ per shareShare. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defineddefined in Section 4 hereof), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Omni Energy Services Corp)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 3,500,000 Firm Shares, severally and not jointly, Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of Firm Shares which represents the same proportion of the number of Firm Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among between the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 525,000 Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] US$22.40 per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Sierra Wireless Inc)

Purchase of the Shares by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 [•] Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 [•] additional Option Shares. Such option is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more Ordinary Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Any such election to purchase Option Shares shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of Option Shares to be sold by the Company. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of Firm Shares. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of Underwriters for both the Firm Shares and any Option Shares shall be is $[_____] per share. The Company shall is not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (AMTD Digital Inc.)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 6,000,000 Firm Shares, severally and not jointly, Shares to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 900,000 additional Option Shares. Such option is granted solely for the purpose of covering over- allotments exercisable in the sale event that the Underwriters sell more Common Shares than the number of Firm Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amountstotal number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[_____] 20.976 per share; provided that the purchase price per share for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Firm Shares but not payable on such Option Shares. The Company shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Chatham Lodging Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company REIT agrees to sell 10,000,000 [ ] Firm Shares, severally and not jointly, Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company REIT grants to the Underwriters an option to purchase up to 1,500,000 [ ] Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase Option Shares other than in 100-share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____[ ] per share. The Company REIT shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all of the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (U-Store-It Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 10,000,000 · Firm Shares, severally and not jointly, Shares to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,500,000 · Option Shares. Such option is granted solely for the purpose of covering over- over-allotments in the sale of Firm Shares and is are exercisable as provided in Section 4 hereof. The Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase Option Shares other than in 100-100 share amounts. The price of both the Firm Shares and any Option Shares shall be $[_____] · per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Delivery Date or the Second any Delivery Date (as hereinafter defined), as the case may be, except upon payment to such party for all the Shares to be purchased from such party on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Chipmos Technologies Bermuda LTD)

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