The Option Shares. In addition, on the basis of the representations, warranties and agreements herein contained and upon the terms and conditions set forth herein, the Company hereby grants an option to the Underwriters to purchase, severally and not jointly, all or any portion of the Option Shares, as set forth on Schedule B-1, at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares. The option granted hereunder will expire thirty (30) days after the date of this Agreement and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (each, a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven (7) full business days after the exercise of said option, nor, in any event, prior to the Closing Date (as defined in Section 3(c) below). If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase from the Company that proportion of the total number of Option Shares then being purchased, which number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject to such adjustments as the Representatives in their discretion make to eliminate any sales or purchases of fractional shares.
The Option Shares. In addition, the Company hereby grants to the Underwriter the option to purchase up to 540,000 Option Shares at the same purchase price per share to be paid by the Underwriter to the Company for the Firm Securities as specified above. This option may be exercised at any time and from time to time, in whole or in part, on or before the thirtieth (30th) day following the date of the final prospectus supplement, by written notice by the Underwriter to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriter, when the Option Shares are to be delivered (such date and time being herein sometimes referred to as the “Option Closing Time”); provided, however, that the Option Closing Time shall not be earlier than the Closing Time or earlier than the second full New York business day after the date on which the option shall have been exercised (except that if the option shall have been exercised prior to the Closing Time, the Option Closing Time shall be the same as the Closing Time) nor later than the eighth full New York business day after the date on which the option shall have been exercised.
The Option Shares. The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of shareholders, a sufficient number of authorized shares of Common Stock held in its treasury to satisfy the exercise of the Options.
The Option Shares. The Option Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Option Shares is not subject to any preemptive or similar rights.
The Option Shares together with the Initial Stock Acquisition, represents all of the issued and outstanding stock of Qualcore; there are no other equity interests which are outstanding in Qualcore; and there are no other options, warrants or rights of any kind or character to acquire any equity interest in Qualcore, VIP or Qualcore India.
The Option Shares. The Employee shall be granted, effective the date ----------------- of this Agreement, incentive and non-qualified stock options to purchase the Option Shares pursuant to stock option agreements under the Company's 1989 Stock Option Incentive Plan in the following amounts: (i) 66,664 Option Shares as incentive stock options; (ii) 833,336 Option Shares as non- qualified stock options; and (iii) an additional 100,000 Option Shares as non-qualified options subject to the additional terms set forth in clause (v) of Section 3(C) below. The exercise price for all such options shall be $6.00 per share (such exercise price constituting the reported last sale price of the Common Stock on the Nasdaq National Market on August 30, 1996).
The Option Shares. 3.1 The Optionor hereby represents and warrants to the Optionee that the Optionor is the sole legal owner of the Option Shares as aforesaid with good and marketable title thereto and that all the Option Shares have been validly issued and are fully paid up, non-assessable and are free from any lien, charge or encumbrance of any kind except as provided in the Pledge of Shares, and are not subject to any option (other than under this Agreement).
The Option Shares. Once the Closing has occurred, the 45 day period for Purchaser to exercise the option to purchase the Option Shares (the "Option Period") shall commence. Escrow Agent shall give notice to all parties of the official Closing Date and the end date of the Option Period. If, within the Option Period, Purchaser delivers $50,000 to Escrow Agent, Escrow Agent shall release the Options Shares to Purchaser and deliver the $50,000 to Stockholders. If the Option Period expires without Purchaser's having delivered the $50,000 to Escrow Agent, then the option shall expire automatically, and Escrow Agent shall deliver the Option Shares to Stockholders along with the stock powers for them.
The Option Shares. The Company agrees to issue and sell to the several Underwriters, severally and not jointly, up to 570,000 Option Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on each share of the Firm Shares but not payable on the Option Shares. The Underwriters may exercise the option to purchase Option Shares solely to cover over-allotments at any time in whole, or from time to time in part, by giving written notice (an “exercise notice”) to the Company not later than 30 days after the date of the Prospectus Supplement. Any such exercise notice shall specify the number of Option Shares to be purchased by the Underwriters and the date on which such Option Shares are to be purchased. Each purchase date of the Option Shares must be at least two business days after the exercise notice is sent to the Company and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such exercise notice. Following delivery of an exercise notice, on each day, if any, that Option Shares are to be purchased (each an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be purchased at such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.