Common use of PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES Clause in Contracts

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options to the Underwriters to purchase from the Company on a pro rata basis up to 525,000 Option Shares, on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-share purchase price to the Company by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 a.m., New York time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 2 contracts

Samples: MSC Software Corp, MSC Software Corp

AutoNDA by SimpleDocs

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters Underwriter to purchase from the Company on a pro rata basis it up to 525,000 150,000 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them the Underwriter in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option is exercisable on behalf of by the several Underwriters by you, as Representatives, Underwriter at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Saturday, Sunday or a holiday, on the next day thereafter when the New York Stock Exchange (the "NYSE") is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you the Underwriter to the Company in the manner provided in Section 12 11 hereof, setting forth the number of Option Shares as to which the Underwriters are Underwriter is exercising the options, option and the date of delivery of said such Option Shares, which date shall not be [less than three nor] more than five business days after the date of such notice unless otherwise agreed to by the partiesUnderwriter and the Company. You The Underwriter may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation Payment of the purchase price for the Option Shares among sold by the Underwriters as may be required Company to eliminate purchases of fractional Shares. Delivery the Underwriter pursuant to the exercise of the Option Shares with respect to which the options shall have been exercised option shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-share purchase price to the Company by wire transfer of immediately available fundsfunds payable to the order of the Company against delivery of the definitive certificates for such Option Shares to the Underwriter by full FAST transfer through the facilities of DTC for the account of the Underwriter. Such payment and delivery shall be made at 10:00 11:00 a.m., New York City time, on the date designated in the notice given by you the Underwriter as above provided for above (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The Any certificates for the Option Shares so to be so delivered will be made available to you the Underwriter for inspection at XxxxxxxEdwards' Office Office, or such other place as the Underwriter and the Compaxx xxx mutually agree upon, at least one full business day prior to the Option Closing Date and will be in such names and denominations as you the Underwriter may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide to the Underwriters Underwriter such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Thornburg Mortgage Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company them on a pro rata basis up to 525,000 225,000 Option Shares, respectively, on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option is exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange The Nasdaq National Market is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company and in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the optionsoption, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options option shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Epiq Systems Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company and the Selling Shareholders hereby grants grant options to the Underwriters to purchase from the Company them on a pro rata basis up to 525,000 __ and __ Option Shares, respectively, on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company and the Selling Shareholders in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five (5) business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company and the Selling Shareholders to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at XxxxxxxEdwards' Office (or at such other place as you and the Company may mutually agree mutxxxxx xgree upon), against payment by you of the per-per share purchase price to the Company and the Selling Shareholders by wire transfer of in immediately available fundsfunds to a bank account designated by the Company and Selling Shareholders, respectively. Such payment and delivery shall be made at 10:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwards' Office at least one full business day prior to the Option Closing Date Cloxxxx Xxte and will be in such names and denominations as you may request at least forty-eight hours two (2) full business days prior to the Option Closing Date. On the Option Closing Date, the Company and the Selling Shareholders shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates opinions and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Travis International Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options to the Underwriters to purchase from the Company on a pro rata basis it up to 525,000 397,500 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as RepresentativesRepresentative, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at XxxxxxxEdwaxxx' Office Xxfice (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available same-day funds. Such payment and delivery shall be made at 10:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be 3 delivered will be made available to you for inspection at XxxxxxxEdwaxxx' Office Xxfice at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours two full business days prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates opinions and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Dealer Agreement (Execustay Corp)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company and the Option Selling Stockholders hereby grants grant options to the Underwriters to purchase from the Company them on a pro rata basis up to 525,000 300,000 and 300,000 Option Shares, respectively, on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-over allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (as defined below) (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter thereunder when the New York Stock Exchange The Nasdaq National Market is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company and the Option Selling Stockholders in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company and the Option Selling Stockholders to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery If the Underwriters elect to receive certificates rather than an electronic deposit of shares, delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Pillsbury's Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company and the Option Selling Stockholders by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 a.m., New York time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Pillsbury's Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Catalyst Semiconductor Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The If set forth in the applicable Pricing Agreement, the Company hereby grants will grant options to the Underwriters to purchase from it the Company on a pro rata basis up to 525,000 Option Shares, respectively, on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments which that may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are will be exercisable on behalf by the Underwriter, or in the case of multiple Underwriters, by the several Underwriters by you, as the Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus applicable Pricing Agreement (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 11 hereof, setting forth the number of Option Shares as to which the Underwriters you are exercising the options, and the . The date of delivery of said Option Shares, which date Shares shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. YouIn the case of multiple Underwriters, as Representatives, the Representatives shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Sharesshares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at XxxxxxxEdwards' Office (Office, or at such other place as you and the Company may mutually mxxxxxxx agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available funds. Such payment and delivery shall be made funds payable to the order of the Company as specified in such Pricing Agreement, at 10:00 a.m., New York time, 9:00 a.m. St. Louis time on the date designated in of delivery of the notice given by you as above provided for (which may be the same Option Shares or at such other place and time and date as the Closing Date)Underwriters and the Company may agree upon in writing, unless some other such date and time are agreed upon, which date and time of payment and delivery are being herein called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwards' Office at least one full business day prior to the Option Closing Cxxxxxx Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On At 9:00 a.m. on the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants required to be delivered with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm SharesShares or as otherwise required to be delivered by Section 6 of this Agreement at the offices of Bryan Cave LLP, 211 North Broadway, Suite 3600, St. Louis, Missouri 00000 xx xt such xxxxx xxxxx, xxxx xxx xxxx xx xxx Xxxxxxxxxxxx xxx xxx Xompany may agree upon in writing.

Appears in 1 contract

Samples: Pricing Agreement (Boykin Lodging Co)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company and the Selling Shareholders hereby grants grant options to the Underwriters to purchase from the Company them, on a pro rata basis basis, up to 525,000 Four Hundred Fifty Thousand (450,000) Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. Each Selling Shareholder shall sell up to that number of Option Shares set forth opposite the name of such Selling Shareholder on Schedule I hereto. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York American Stock Exchange is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company and the Selling Shareholders in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company and the Selling Shareholders to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company and the Selling Shareholders by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 9:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Hooper Holmes Inc)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company on a pro rata basis it up to 525,000 795,000 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option is exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the optionsoption, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five [FIVE (5)] business days after such notice unless otherwise agreed to by the parties. You may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at XxxxxxxEdwaxxx' Office Xxfice (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of or certified or bank cashier's check or checks, payable in clearing house (immediately available available) funds. Such payment and delivery shall be made at 10:00 a.m., New York time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.,

Appears in 1 contract

Samples: Reinsurance Group of America Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company on a pro rata basis it up to 525,000 450,000 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-over- allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option is exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Underwriting Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the optionsoption, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office the offices of Long Xxxxxxxx & Xxxxxx in Atlanta, Georgia (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by same day wire transfer of immediately available or certified or bank cashier's check or checks, payable in clearing house funds. Such payment and delivery shall be made at 10:00 a.m., New York Atlanta time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours two full business days prior to the Option Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at the Depository Trust Company designated by the Representatives. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates opinions and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares. 4.

Appears in 1 contract

Samples: Southern Electronics Corp

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options to the Underwriters to purchase from the Company them on a pro rata basis up to 525,000 405,000 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five (5) business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at XxxxxxxEdxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of in immediately available fundsfunds to a bank account designated by the Company. Such payment and delivery shall be made at 10:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at XxxxxxxEdxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours two (2) full business days prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates opinions and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Valley National Gases Inc)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company them on a pro rata basis up to 525,000 180,000 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option is exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to timeon one occasion, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the optionsoption, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options option shall have been exercised shall be made to or upon your order at XxxxxxxEdwaxxx' Office Xxfice (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available or certified or bank cashier's check or checks, payable in clearing house (next day available) funds. Such payment and delivery shall be made at 10:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwaxxx' Office Xxfice at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours two full business days prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates opinions and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (First Years Inc)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (a) each Selling Stockholder agrees, severally and not jointly, to sell up to the number of Option Shares set forth opposite such Selling Stockholder's name in Schedule I hereto and (b) the Underwriters shall have the right to purchase purchase, severally and not jointly, up to an aggregate of 300,000 Option Shares from the Company on a pro rata basis up to 525,000 Selling Stockholders at the Purchase Price. Such Option Shares, on Shares shall be purchased from each such Selling Stockholder for the account of each Underwriter in the same terms and conditions proportion as the number of Firm Shares; providedShares set forth opposite such Underwriter's name bears to the total number of Firm Shares (subject to adjustment by you to eliminate fractional shares). If the option is exercised in part, however, that the respective number of Option Shares being purchased shall be sold by each Selling Stockholder in the same proportion as the number of Option Shares set forth opposite each such options Selling Stockholders' name bears to the total number of Option Shares (subject to adjustment by you to eliminate fractional shares). Option Shares may be exercised only purchased solely for the purpose of covering any over-allotments which may be made by them in connection with the sale offering of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as the Representatives, at any time, and from time to time, before the expiration of 30 45 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company Attorneys-in-Fact (as hereinafter defined) for the Selling Stockholders in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of for payment and delivery of said Option Shares, which date shall not be [less (a) no earlier than three nor] more the Closing Date and (b) no earlier than five two business days after such notice notice, unless otherwise agreed to by the parties, and no later than ten business days after such notice. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company Attorneys-in-Fact for the Selling Stockholders to such effect. You, as Representatives, You shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company Attorneys-in-Fact may mutually agree upon), against payment by you of the per-share purchase price Purchase Price therefor to the Company Selling Stockholders by wire transfer or certified or bank cashier's check or checks, payable in clearing house (next day available) funds at the Place of immediately available fundsClosing. Such payment and delivery shall be made at 10:00 a.m., New York Dallas, Texas time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office (or such other place as you and the Attorneys-in-Fact may mutually agree upon) at least one full business day prior to the Option Closing Date and will be registered in such names and denominations as you may request at least forty-eight hours one full business day prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Vari Lite International Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company on a pro rata basis up to 525,000 426,000 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which that may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option is exercisable on behalf of by the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading) (the "Option Period"), for the purchase of all or part of the Option Shares covered thereby, by notice given by you the Underwriters to the Company in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the optionsoption, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You The Underwriters may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, The Underwriters shall make such allocation of the Option Shares among the Underwriters them as may be required to eliminate purchases of fractional Shares. Delivery of The Company will deliver the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office Underwriters, in book-entry form through the facilities of DTC (or at such other place as you and the Company and X.X. Xxxxxxx & Sons, Inc. may mutually agree upon), against payment by you the Underwriters of the per-per share purchase price to the Company by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 a.m., New York time, on the date designated in the notice given by you the Underwriters as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares. The Company will cause its transfer agent to deposit as original issue the Option Shares pursuant to the Full Fast Delivery Program of DTC.

Appears in 1 contract

Samples: Evergreen Resources Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby ------------------------------------------------ grants options to the Underwriters to purchase from the Company on a pro rata basis up to 525,000 333,000 Option Shares, on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York The Nasdaq Stock Exchange Market is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-share purchase price to the Company by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 a.m., New York time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Microsemi Corp)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The If set forth in the applicable Pricing Agreement, the Company hereby grants will grant options to the Underwriters Underwriter to purchase from it the Company on a pro rata basis up to 525,000 Option Shares, respectively, on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are will be exercisable on behalf of by the several Underwriters by you, as RepresentativesUnderwriter, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus applicable Pricing Agreement (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter thereunder when the New York Stock Exchange is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 11 hereof, setting forth the number of Option Shares as to which the Underwriters you are exercising the options, and the . The date of delivery of said Option Shares, which date Shares shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available funds. Such payment and delivery shall be made funds payable to the order of the Company as specified in such Pricing Agreement, at 10:00 a.m., New York time, 9:00 a.m. St. Louis time on the date designated in of delivery of the notice given by you as above provided for (which may be the same Option Shares or at such other place and time and date as the Closing Date)Underwriter and the Company may agree upon in writing, unless some other such date and time are agreed upon, which date and time of payment and delivery are being herein called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On At 9:00 a.m. on the Option Closing Date, the Company shall provide the Underwriters Underwriter such representations, warranties, agreements, opinions, letters, certificates and covenants required to be delivered with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm SharesShares or as otherwise required to be delivered by Section 6 of this Agreement at the offices of Xxxxx Xxxx LLP, 000 Xxxxx Xxxxxxxx, Xxxxx 0000, Xx. Xxxxx, Xxxxxxxx 00000 or at such other place, time and date as the Underwriter and the Company may agree upon in writing.

Appears in 1 contract

Samples: Healthcare Realty Trust Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company Selling Shareholders hereby grants grant options to the Underwriters to purchase from the Company them on a pro rata basis up to 525,000 436,363 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company Selling Shareholders in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five (5) business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company Selling Shareholders to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at XxxxxxxEdwards' Office (or at such other place as you and the Company may mutually agree mutxxxxx xgree upon), against payment by you of the per-per share purchase price to the Company Selling Shareholders by wire transfer of in immediately available fundsfunds to a bank account designated by the Selling Shareholders. Such payment and delivery shall be made at 10:00 a.m., New York Houston time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwards' Office at least one full business day prior to the Option Closing Date Cloxxxx Xxte and will be in such names and denominations as you may request at least forty-eight hours two (2) full business days prior to the Option Closing Date. On the Option Closing Date, the Company Selling Shareholders shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates opinions and covenants with respect to the Option Shares as are required to be delivered on the Closing Date by the Selling Shareholders with respect to the Firm Shares.

Appears in 1 contract

Samples: Travis International Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company on a pro rata basis it up to 525,000 300,000 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option is exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the optionsoption, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at XxxxxxxEdwaxxx' Office Xxfice (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available or certified or bank cashier's check or checks, payable in clearing house funds. Such payment and delivery shall be made at 10:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares."

Appears in 1 contract

Samples: Sun Hydraulics Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options to the Underwriters to purchase from the Company on a pro rata basis it up to 525,000 375,000 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at XxxxxxxEdwaxxx' Office Xxfice (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available or certified or bank cashier's check or checks, payable in clearing house (next day available) funds. Such payment and delivery shall be made at 10:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwaxxx' Office Xxfice at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours _____ full business days prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters with such representations, warranties, agreements, opinions, letters, certificates opinions and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.. 19 HALE XXX DORR DRAFT 5/3/97

Appears in 1 contract

Samples: Advanced Communication Systems Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options to the Underwriters to purchase from the Company on a pro rata basis it up to 525,000 378,750 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments overallotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less more than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at XxxxxxxEdwaxxx' Office Xxfice (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available or certified or bank cashier's check or checks, payable in clearing house (next day available) funds. Such payment and delivery shall be made at 10:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwaxxx' Office Xxfice at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours two full business days prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters with such representations, warranties, agreements, opinions, letters, certificates opinions and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Advanced Communication Systems Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company on a pro rata basis up to 525,000 Option Shares, 2,187,500 Shares on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options to purchase the Option Shares are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (as hereinafter defined) (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter thereunder when the New York Stock Exchange is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery Unless the Representatives elect to take delivery of the Shares by credit through full FAST transfer to the accounts at The Depository Trust Company designated by the Representatives, delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 a.m., New York, New York time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Eagle Hospitality Properties Trust, Inc.)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company and the Principal Selling Shareholder hereby grants grant options to the Underwriters to purchase from the Company them on a pro rata basis up to 525,000 327,500 and 40,000 Option Shares, respectively, on the same terms and conditions as the Firm Shares; provided, however, that such -------- ------- options may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm SharesShares and provided, further, -------- ------- that such options shall be exercised first with respect to the Option Shares held by the Principal Selling Shareholder. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 45 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company and the Principal Selling Shareholder in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company and the Principal Selling Shareholder to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company and the Principal Selling Shareholder by wire transfer of immediately available or certified or bank cashier's check or checks, payable in clearing house (same day available) funds. Such payment and delivery shall be made at 10:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours three full business days prior to the Option Closing Date. On the Option Closing Date, the Company and the Principal Selling Shareholder shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates opinions and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (World of Science Inc)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options to the Underwriters to purchase from the Company on a pro rata basis up to 525,000 487,500 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments which may be made by them the Underwriters in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] business days nor more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at XxxxxxxEdwaxxx' Office Xxfice (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available payable in same day funds. Such payment and delivery shall be made at 10:00 8:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwaxxx' Office Xxfice at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours two full business days prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates opinions and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Acorn Products Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company on a pro rata basis up to 525,000 Option Shares, 450,000 Shares on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options to purchase the Option Shares are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (as hereinafter defined) (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter thereunder when the New York Stock Exchange is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery Unless the Representatives elect to take delivery of the Shares by credit through full FAST transfer to the accounts at The Depository Trust Company designated by the Representatives, delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 a.m., New York, New York time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Eagle Hospitality Properties Trust, Inc.)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options to the Underwriters to purchase from the Company on a pro rata basis it up to 525,000 225,000 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter thereunder when the New York American Stock Exchange is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 a.m., New York time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Southern Connecticut Bancorp Inc)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company it on a pro rata basis up to 525,000 237,713 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option is exercisable on behalf of the several Underwriters by you, as Representativesthe Representative, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter thereunder when the New York Stock Exchange The Nasdaq National Market is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the optionsoption, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representativesthe Representative, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options option shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 a.m., New York time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Hennessy Advisors Inc)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company on a pro rata basis up to 525,000 660,000 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option to purchase the Option Shares is exercisable on behalf of the several Underwriters by you, as Representatives, you at any time, time and from time to time, before the expiration of 30 days from the date of the Prospectus Supplement (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter thereunder when the New York Stock Exchange is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the optionsoption, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, You shall make such allocation of the Option option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options option shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and in book-entry form through the Company may mutually agree upon)facilities of The Depository Trust Company, against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 a.m., New York, New York time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Daterequest. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required hereunder to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Innkeepers Usa Trust/Fl)

AutoNDA by SimpleDocs

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company on a pro rata basis up to 525,000 Option Shares, on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which that may be made by them the Underwriters in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option is exercisable on behalf of the several Underwriters by you, as Representatives, you at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter thereunder when the New York Stock Exchange The Nasdaq National Market is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 14 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the optionsoption, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, You shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares will be in book-entry form through the facilities of DTC. Delivery of the documents required by Section 8 hereof with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-share purchase price to the Company by wire transfer of immediately available funds. Such payment and delivery Shares shall be made at 10:00 a.m., New York time, the Place of Closing at or prior to 11:00 a.m. on the date designated in the notice given by you as above provided for above, or at such other time and date as you and the Company and the Selling Stockholders may agree (which may be the same as the Closing Date), unless some other such time and date and time are agreed upon, which date and time of payment and delivery are being herein called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company and the Selling Stockholders shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares. The Company will cause its transfer agent to deposit as original issue the Option Shares pursuant to the Full Fast Delivery Program of the DTC.

Appears in 1 contract

Samples: Crosstex Energy Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company on a pro rata basis it up to 525,000 423,750 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them the Underwriters in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless all of the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option is exercisable on behalf of the several Underwriters by you, as RepresentativesRepresentative, at any time, and from time to time, before the expiration of 30 45 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 hereof13 hereof (the "Option Notice"), setting forth the number of Option Shares as to which the Underwriters are exercising the optionsoption, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five two business days after such notice Option Notice unless otherwise agreed to by the parties. You may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as RepresentativesRepresentative, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-share purchase price to the Company by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 a.m., New York time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Takes Com Inc)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company on a pro rata basis up to 525,000 [___] Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option is exercisable on behalf of the several Underwriters by you, as RepresentativesRepresentative, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter thereunder when the New York Stock Exchange The Nasdaq National Market is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the optionsoption, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as RepresentativesRepresentative, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options option shall have been exercised shall be made to or upon your order at Xxxxxxx' Exxxxxx’ Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price specified in Section 2(a) multiplied by the number of Option Shares specified in the notice given by you to the Company by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 a.m., New York time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Exxxxxx’ Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Cardica Inc)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options to the Underwriters to purchase from the Company it on a pro rata basis up to 525,000 187,500 Option Shares, Shares at the same per share purchase price and on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as RepresentativesRepresentative, at any time, and from time to time, before the expiration of 30 forty-five (45) days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five (5) business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as RepresentativesRepresentative, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available or certified or bank cashier's check or checks, payable in clearing house (next day available) funds. Such payment and delivery shall be made at 10:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one (1) full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours two (2) full business days prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, covenants, opinions, letters, certificates and covenants other documents with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Electronic Processing Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company on a pro rata basis up to 525,000 600,000 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options to purchase the Option Shares are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus Supplement (as hereinafter defined) (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter thereunder when the New York Stock Exchange is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 a.m., New York, New York time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Innkeepers Usa Trust/Fl)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options to the Underwriters to purchase from the Company on a pro rata basis up to 525,000 405,000 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five (5) business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at XxxxxxxEdxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of in immediately available fundsfunds to a bank account designated by the Company. Such payment and delivery shall be made at 10:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at XxxxxxxEdxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours two (2) full business days prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates opinions and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Valley National Gases Inc)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company and the Selling Shareholders hereby grants grant options to the Underwriters to purchase from the Company them, on a pro rata basis basis, up to 525,000 Four Hundred Fifty Thousand (450,000) Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. Each Selling Shareholder shall sell up to that number of Option Shares set forth opposite the name of such Selling Shareholder on Schedule I hereto. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter thereunder when the New York American Stock Exchange is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company and the Selling Shareholders in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company and the Selling Shareholders to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company and the Selling Shareholders by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 9:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Hooper Holmes Inc)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company on a pro rata basis it up to 525,000 300,000 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them the Underwriters in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless all of the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option is exercisable on behalf of the several Underwriters by you, as RepresentativesRepresentative, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 hereofhereof (the "Option Notice"), setting forth the number of Option Shares as to which the Underwriters are exercising the optionsoption, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five two business days after such notice Option Notice unless otherwise agreed to by the parties. You may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the aggregate number of Option Shares to be sold pursuant to such Option Notice by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule I and the denominator of which is 2,000,000 (subject to such adjustments to eliminate any fractional share purchases as you in your discretion may make). You, as RepresentativesRepresentative, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of The Company will deliver definitive certificates for the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and through the facilities of the Depository Trust Company may mutually agree upon), for the accounts of the Underwriters against payment by you of the per-share purchase price to the Company by wire transfer (pursuant to wire transfer instructions provided to the Underwriters by the Company) of immediately available fundsthe per share purchase price times the number of Option Shares purchased by the Underwriters pursuant to the Option Notice. Such payment and delivery shall be made at 10:00 a.m., New York time, on the date designated in the notice Option Notice given by you as above provided for (which may be the same as the Closing Date)for, unless some or on such other date as you and time are agreed uponthe Company may agree, which such date and time of payment and delivery are being herein called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such with representations, warranties, agreements, opinions, letters, certificates opinions and covenants with respect to the Option Shares as which are similar in substance to those required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Omega Healthcare Investors Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company it on a pro rata basis up to 525,000 270,000 Option Shares, Shares at the same per share purchase price and on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option is exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 forty-five (45) days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the optionsoption, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five (5) business days after such notice unless otherwise agreed to by the parties. You may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options option shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer in same day funds payable to the order of immediately available fundsthe Company. Such payment and delivery shall be made at 10:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one (1) full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours two (2) full business days prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, covenants, opinions, letters, certificates and covenants other documents with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Koala Corp /Co/)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options to the Underwriters to purchase from the Company it on a pro rata PRO RATA basis up to 525,000 1,012,500 Option Shares, on the same terms and conditions as the Firm Shares; providedPROVIDED, howeverHOWEVER, that such options may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter thereunder when the New York American Stock Exchange is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 a.m., New York time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing DateOPTION CLOSING DATE." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Mission West Properties Inc)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company on a pro rata basis up to 525,000 100,000 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option is exercisable on behalf of the several Underwriters by you, as Representatives, you at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered Sharescovered thereby, by notice given by you to the Company in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the optionsoption, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five eight business days after such notice unless otherwise agreed to by the parties. You may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, You shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options option shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available payable in clearing house (same day available) funds. Such payment and delivery shall be made at 10:00 11:00 a.m., New York time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours two full business days prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates opinions and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Southern California Water Co

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company on a pro rata basis it up to 525,000 300,000 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option is exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the optionsoption, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at XxxxxxxEdwaxxx' Office Xxfice (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available or certified or bank cashier's check or checks, payable in clearing house funds. Such payment and delivery shall be made at 10:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.are

Appears in 1 contract

Samples: Sun Hydraulics Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options to the Underwriters to purchase from the Company on a pro rata basis up to 525,000 [_____] Option Shares, on the same terms and conditions as the Firm Shares; provided, -------- however, that such options may be exercised only for the purpose of covering any ------- over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available or certified or bank cashier's check or checks, payable in clearing house (same day available) funds. Such payment and delivery shall be made at 10:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours three full business days prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates opinions and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (World of Science Inc)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company it on a pro rata basis up to 525,000 555,000 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 45 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made available to or upon your order at XxxxxxxEdwards' Office (or at such other place as you and the Company may mutually agree mutxxxxx xgree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of in immediately available fundsfunds at a bank designated by the Company reasonably acceptable to Edwards or by certified or cashier's bank check (in Federal Reserve fuxxx) xxawn to the order of the Company and delivered to the place of Closing. Such payment and delivery shall be made at 10:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at XxxxxxxEdwards' Office at least one full business day prior to the Option Closing Date Cloxxxx Xxte and will be in such names and denominations as you may request at least forty-eight hours two full business days prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates opinions and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: American Medical Providers Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company and the Selling Shareholder hereby grants grant options to the Underwriters to purchase from the Company them on a pro rata basis up to 525,000 75,000 and 300,000 Option Shares, respectively, on the same terms and conditions as the Firm Shares; provided, however, that such options may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter thereunder when the New York Stock Exchange The Nasdaq National Market is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company and the Selling Shareholder in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the options, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options at any time, as to any unexercised portion thereof, by giving written notice to the Company and the Selling Shareholder to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company and the Selling Shareholder by wire transfer of immediately available fundsfunds to a bank account designated by the Company and the Selling Shareholder, respectively. Such payment and delivery shall be made at 10:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company and the Selling Shareholder shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Intrav Inc

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company Xxxxxxxx hereby grants options an option to the Underwriters to purchase from the Company on a pro rata basis it up to 525,000 303,900 Option Shares, Shares on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option is exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading)this Agreement, for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company and Xxxxxxxx in the manner provided in Section 12 13 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the optionsoption, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company and Xxxxxxxx to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of definitive certificates for the Option Shares with respect to which the options option shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company Xxxxxxxx by wire transfer of immediately available or certified or bank cashier's check or checks, payable in federal (same day available) funds. Such payment and delivery shall be made at 10:00 a.m., New York St. Louis time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date)for, unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours two full business days prior to the Option Closing Date. On the Option Closing Date, the Company and Xxxxxxxx shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates opinions and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (DTM Corp /Tx/)

PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company hereby grants options an option to the Underwriters to purchase from the Company on a pro rata basis it up to 525,000 480,000 Option Shares, on the same terms and conditions as the Firm Shares; provided, however, that such options option may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The options are option is exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereafter when the New York Stock Exchange is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the optionsoption, and the date of delivery of said Option Shares, which date shall not be [less than three nor] more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the options option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Delivery of the Option Shares with respect to which the options option shall have been exercised shall be made to or upon your order at Xxxxxxx' Office in book-entry form through the facilities of DTC (or at such other place as you and the Company may mutually agree upon), against payment by you of the per-per share purchase price to the Company by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 a.m., New York time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." The certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Closing Date and will be in such names and denominations as you may request at least forty-eight hours prior to the Option Closing Date. On the Option Closing Date, the Company shall provide the Underwriters such representations, warranties, agreements, opinions, letters, certificates and covenants with respect to the Option Shares as are required to be delivered on the Closing Date with respect to the Firm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Callon Petroleum Co)

Time is Money Join Law Insider Premium to draft better contracts faster.