Common use of Exercise of Option Clause in Contracts

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) days after the date of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 4 contracts

Samples: Underwriting Agreement (Advaxis, Inc.), Underwriting Agreement (Advaxis, Inc.), Underwriting Agreement (Advaxis, Inc.)

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Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the any combination of Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 4 contracts

Samples: Underwriting Agreement (NephroGenex, Inc.), Underwriting Agreement (NephroGenex, Inc.), Underwriting Agreement (CVSL Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Closing Date. The purchase price to be paid per Option Security shall be equal to the Firm Securities purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Datasea Inc.), Underwriting Agreement (Guardforce AI Co., Ltd.), Underwriting Agreement (Guardforce AI Co., Ltd.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Additional Shares within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Securities Additional Shares to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Additional Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Additional Shares then being purchased that the number of Firm Shares as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 3 contracts

Samples: Underwriting Agreement (Adial Pharmaceuticals, Inc.), Underwriting Agreement (ADial Pharmaceuticals, L.L.C.), Form of Underwriting Agreement (Jaguar Animal Health, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Additional Shares within thirty (30) 45 days after the date of the Prospectus (as defined below)hereof. The Underwriters purchase price to be paid per Additional Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Representative shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may shall be exercised by the giving of oral electronic notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Securities Additional Shares to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Representative the number of Option Securities Additional Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 3 contracts

Samples: Underwriting Agreement (Manhattan Bridge Capital, Inc), Underwriting Agreement (Manhattan Bridge Capital, Inc), Underwriting Agreement (Manhattan Bridge Capital, Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Additional Securities within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Additional Share shall be equal to the Prospectus (as defined below)price per Firm Share set forth in Section 1.1.1(ii) hereof and the purchase price to be paid per Additional Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Additional Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (NanoFlex Power Corp), Underwriting Agreement (AtheroNova Inc.), Underwriting Agreement (AtheroNova Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Flora Growth Corp.), Underwriting Agreement (InspireMD, Inc.), Underwriting Agreement (InspireMD, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares and/or Option Warrants, in any confirmation thereof, within thirty (30) 45 days after the effective date (the “Effective Date”) of the Prospectus Registration Statement (as defined in Section 2.1.1 below). The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Representative’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice notice, and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 3 contracts

Samples: Underwriting Agreement (Recruiter.com Group, Inc.), Underwriting Agreement (Recruiter.com Group, Inc.), Underwriting Agreement (Kubient, Inc.)

Exercise of Option. The Over-allotment Allotment Option granted pursuant to this Section 1.2.1 hereof 1(b) may be exercised by the Representative as to all (at any time) or any part (from time to time) of any combination of the Option Securities within thirty (30) 45 days after the execution date of the Prospectus (as defined below)this Agreement. The Underwriters shall An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other by electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the each, an “Option Closing Date”), which shall will not be earlier than two (2) Business Days nor later than five three (53) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Allotment Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) each notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Underwriters, acting severally and not jointly, shall purchase that portion of Over-Allotment Option by written notice to the total number of Company (except to the extent the Representative has exercised the Over-Allotment Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriteraccordance herewith).

Appears in 3 contracts

Samples: Underwriting Agreement (NanoVibronix, Inc.), Underwriting Agreement (Sigma Labs, Inc.), Underwriting Agreement (Sigma Labs, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five two (52) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Securities, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 3 contracts

Samples: Underwriting Agreement (DatChat, Inc.), Underwriting Agreement (OMNIQ Corp.), Underwriting Agreement (Hillstream BioPharma Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (ONCOSEC MEDICAL Inc), Underwriting Agreement (Heat Biologics, Inc.), Underwriting Agreement (Moko Social Media LTD)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Managing Underwriter and allocated to the Underwriters as to all (at any time) or any part (from time to time) of the Option Securities Shares within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeManaging Underwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the allocation of the number of Option Securities Shares to be purchased by the Underwriters and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall will not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeManaging Underwriter, at the offices of Representative Counsel, Xxxxx Lord or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeManaging Underwriter. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will severally and not jointly become obligated to sell to the Underwriters purchase the number of Option Securities Shares allocated to them as specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 3 contracts

Samples: Underwriting Agreement (Ideal Power Inc.), Underwriting Agreement (Ideal Power Inc.), Underwriting Agreement (Ideal Power Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Units, the Option Shares and/or the Option Warrants, as the case may be, within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five three (53) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 3 contracts

Samples: Underwriting Agreement (Advanced Inhalation Therapies (AIT) Ltd.), Underwriting Agreement (Advanced Inhalation Therapies (AIT) Ltd.), Underwriting Agreement (Advanced Inhalation Therapies (AIT) Ltd.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 30 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five three (53) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Counsel, Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase that portion of the total number of Option Securities then being purchased as set forth specified in Schedule 1 opposite the name of such Underwriternotice.

Appears in 3 contracts

Samples: Underwriting Agreement (Citius Pharmaceuticals, Inc.), Underwriting Agreement (Citius Pharmaceuticals, Inc.), Underwriting Agreement (Citius Pharmaceuticals, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Counsel, Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall become obligated to purchase that portion of the total number of Option Securities then being purchased as set forth specified in Schedule 1 opposite the name of such Underwriternotice.

Appears in 3 contracts

Samples: Underwriting Agreement (Inpixon), Underwriting Agreement (Inpixon), Underwriting Agreement (Inpixon)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(a)(iii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Securities within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Option Share shall be equal to the Prospectus (as defined below)applicable price paid per Firm Share, and the purchase price to be paid per Option Warrant shall be equal to the applicable price paid per Firm Warrant. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the "Option Closing Date"), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the an Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter, subject to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 3 contracts

Samples: Underwriting Agreement (Electrameccanica Vehicles Corp.), Underwriting Agreement (Electrameccanica Vehicles Corp.), Underwriting Agreement (Electrameccanica Vehicles Corp.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares set forth in any such notice (the any such date, an “Option Closing Date”), which shall may be simultaneous with, but not earlier than, the Closing Date and will not be earlier than three nor later than five (5) full Business Days after the date of the any such written notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, O’Melveny or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the applicable Option Closing Date will be as set forth in the any such notice. Upon exercise of the Over-allotment Option with respect (in full or in part), the Company will become obligated to all or any portion of deliver to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall will become obligated to purchase that portion of the total number of Option Securities then being purchased as Shares specified in any such notice. The issuance and sale of the Option Shares will be on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth in Schedule 1 opposite the name of such Underwriterforth.

Appears in 3 contracts

Samples: Underwriting Agreement (D. Medical Industries Ltd.), Underwriting Agreement (D. Medical Industries Ltd.), Underwriting Agreement (D. Medical Industries Ltd.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the any combination of Option Securities Shares and/or Option Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 2 contracts

Samples: Underwriting Agreement (Eyegate Pharmaceuticals Inc), Underwriting Agreement (Eyegate Pharmaceuticals Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to Securitiesto be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile e-mail or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Transcode Therapeutics, Inc.), Underwriting Agreement (Transcode Therapeutics, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (or any part of the Option Shares at any time) or any part (, from time to time, within thirty days after the effective date ("Effective Date") of the Option Securities within thirty (30) days after the date of the Prospectus Registration Statement (as defined belowhereinafter defined). The Underwriters shall will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company and the Attorney-in-Fact (as hereinafter defined) from the Representative, which must be confirmed in writing by overnight mail a letter or facsimile or other electronic transmission telecopy setting forth the number of Option Securities Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Securities (Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares. If such notice is given at least two full business days prior to the Closing Date”), which shall the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than five (5) full Business Days business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for the Option Securities Units does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Units will be as set forth in the noticenotice (hereinafter "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities Units specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Delicious Brands Inc), Underwriting Agreement (Delicious Brands Inc)

Exercise of Option. The Over-allotment Allotment Option granted pursuant to this Section 1.2.1 hereof 1(b) may be exercised by the Representative as to all (at any time) or any part (from time to time) of any combination of the Option Securities within thirty (30) 45 days after the execution date of the Prospectus (as defined below)this Agreement. The Underwriters shall An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other by electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the each, an “Option Closing Date”), which shall will not be earlier than two (2) Business Days nor later than five three (53) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Allotment Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) each notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Underwriters, acting severally and not jointly, shall purchase that portion of Over-Allotment Option by written notice to the total number of Company (except to the extent the Representative has exercised the Over-Allotment Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriteraccordance herewith).

Appears in 2 contracts

Samples: Underwriting Agreement (PARETEUM Corp), Underwriting Agreement (PARETEUM Corp)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Reliance Global Group, Inc.), Underwriting Agreement (Agriforce Growing Systems Ltd.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares and/or Option Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities Shares or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Ritter Pharmaceuticals Inc), Underwriting Agreement (Ritter Pharmaceuticals Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within thirty (30) 30 days after the date of Effective Date. The purchase price to be paid per Option Share shall be equal to the Prospectus (as defined below)Firm Share purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares then being purchased that the number of Firm Shares as set forth in on Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares (except as otherwise agreed to by the Underwriters).

Appears in 2 contracts

Samples: Underwriting Agreement (Longeveron LLC), Underwriting Agreement (Longeveron Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the any combination of Option Securities Shares and/or Option Class A Warrants and/or Option Class B Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Class A Warrants and/or Option Class B Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Counsel, Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Securities Shares and/or Option Class A Warrants and/or Option Class B Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase that portion of the total number of Option Securities then being purchased as set forth Shares and/or Option Class A Warrants and/or Option Class B Warrants specified in Schedule 1 opposite the name of such Underwriternotice.

Appears in 2 contracts

Samples: Underwriting Agreement (BioRestorative Therapies, Inc.), Underwriting Agreement (BioRestorative Therapies, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (SaverOne 2014 Ltd.), Underwriting Agreement (SaverOne 2014 Ltd.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (or any part of the Option Securities at any time) or any part (, from time to time) of the Option Securities , within thirty forty-five (3045) days after the effective date ("Effective Date") of the Prospectus Registration Statement (as defined belowhereinafter defined). The Underwriters shall Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail a letter or facsimile or other electronic transmission telecopy setting forth the number of Option Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities (and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such notice is given at least two full business days prior to the Closing Date”), which shall the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than five (5) three full Business Days business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Underwriter and the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for the Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriter, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriter will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Cpi Aerostructures Inc), Underwriting Agreement (Cpi Aerostructures Inc)

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) Shares and the Option Warrants or the Option Shares or the Option Warrants 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities Shares or Option Warrants prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from by the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission accordance with Section 9.1 hereof setting forth the number of Option Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Underwriters Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Allotment Option with respect to all or any portion of the Option SecuritiesShares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and, subject to the terms and (ii) each of conditions set forth herein, the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth Shares and/or Option Warrants specified in Schedule 1 opposite the name of any such Underwriternotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Neuraxis, INC), Underwriting Agreement (Neuraxis, INC)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares and/or Option Warrants within thirty (30) 45 days after the effective date (the “Effective Date”) of the Prospectus (as defined below)Registration Statement. The Underwriters shall not be under any obligation to purchase any Option Securities Shares or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be earlier than two (2) full Business Days or later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Tonix Pharmaceuticals Holding Corp.), Underwriting Agreement (Tonix Pharmaceuticals Holding Corp.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(3) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Over-allotment Shares within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Securities Over-allotment Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Over-allotment Shares to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”)Over-allotment Shares, which shall will not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Over-allotment Shares does not occur on the Closing Date, the Option Closing Date date and time of the closing for such Over-allotment Shares will be as set forth in the noticenotice (hereinafter, the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities Over-allotment Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Lizhan Environmental Corp), Underwriting Agreement (Lizhan Environmental Corp)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)this Agreement. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (PARETEUM Corp), Underwriting Agreement (Akers Biosciences Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1.1.2(i) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Option Share shall be equal to the Prospectus (as defined below)Firm Share purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or Representative’s Counsel at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares then being purchased that the number of Firm Shares as set forth in on Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares (except as otherwise agreed to by the Underwriters).

Appears in 2 contracts

Samples: Underwriting Agreement (Grove, Inc.), Underwriting Agreement (Grove, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from by the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and Option Warrants specified in such notice and (ii) each of subject to the terms and conditions set forth herein, the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth Shares and Option Warrants specified in Schedule 1 opposite the name of such Underwriternotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Opti-Harvest, Inc.), Underwriting Agreement (Opti-Harvest, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(a)(iii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the effective date (the “Effective Date”) of the Prospectus Registration Statement (as defined in Section 2(a)(i)(A) below). The Underwriters shall not be under any obligation to purchase any the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of the Option Securities ADSs to be purchased and the date and time for delivery of and payment for the Option Securities ADSs (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Representative’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of the Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of the Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Ambow Education Holding Ltd.), Underwriting Agreement (Ambow Education Holding Ltd.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares and/or Option Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be no sooner than one (1) nor later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Eastside Distilling, Inc.), Underwriting Agreement (Eastside Distilling, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the any combination of Option Securities within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral written notice to the Company and the Selling Stockholders from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Company Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company Company, the Selling Stockholders and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Company Offering Option Securities Shares and/or Option Company Warrants specified in such notice notice, (ii) the Selling Stockholders shall become obligated to sell to the Underwriters the number of Selling Stockholder Option Shares specified in such notice, and (iiiii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Company Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Jupiter Wellness, Inc.), Underwriting Agreement (Jupiter Wellness, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within thirty (30) 45 days after the date of the Prospectus (as defined below). The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days Days, nor less than three (3) full Business Days, after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Securities Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase that portion of the total number of Option Securities Shares then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (CollabRx, Inc.), Underwriting Agreement (CollabRx, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(a)(iii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Securities Shares within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any the Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of the Option Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the written notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Shares subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of the Option Securities Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of the Option Securities Shares then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (YayYo, Inc.), Underwriting Agreement (YayYo, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (at any time) or any part (from time to time) of the Option Securities Units within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Securities Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Units to be purchased and the date and time for delivery of and payment for the Option Securities (Units. If such notice is given two full business days prior to the “Option Closing Date”), which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, delivery of and payment for the Option Units shall not be later than five (5) made at 10:00 a.m., New York time, on the third full Business Days business day after the date of the notice or such other time as shall be agreed upon by the Company Representative and the RepresentativeCompany, at the offices of the Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company Representative and the RepresentativeCompany. If such delivery and payment for the Option Securities Units does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Units will be as set forth in the noticenotice (hereinafter "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities Units specified in such notice and (ii) notice. Such Option Units shall be purchased for the account of each of Underwriter in whatever proportion the Underwriters, acting severally and not jointly, Representative shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriterdetermine.

Appears in 2 contracts

Samples: Underwriting Agreement (Grout Dianna), Underwriting Agreement (Unity Emerging Technology Venture One LTD)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Units within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Securities Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Securities Units to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”)Units, which shall will not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Xxxxxxxxxx’x Offices or at such other place (including remotely by facsimile or in such other electronic transmission) manner as shall be agreed upon by the Company and the Representative. If such delivery of and payment for the Option Securities Units does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Units will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities Units specified in such notice and (ii) notice. If any Option Units are to be purchased, each of the UnderwritersUnderwriter agrees, acting severally and not jointly, shall to purchase the number of Option Units (subject to such adjustments to eliminate fractional Units as the Underwriters may determine) that portion of bears the same proportion to the total number of Option Securities then being Units to be purchased as the number of Firm Units set forth in Schedule 1 A opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Units.

Appears in 2 contracts

Samples: Underwriting Agreement (United Refining Energy Corp), Underwriting Agreement (United Refining Energy Corp)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within thirty (30) 45 days after the date of the Prospectus (as defined below)this Agreement. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Creative Realities, Inc.), Underwriting Agreement (Creative Realities, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Notwithstanding anything to the contrary in the foregoing, in any Over-allotment Exercise, the Underwriters may purchase full Option Units, or only Option Shares and/or Option Warrants, or any combination of Option Shares and Option Warrants. If Option Shares are purchased, the price shall equal the price per Firm Unit set forth in Section 1.1.1 above less $0.01, and the purchase price per Option Warrant shall be $0.01.The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Units to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Units specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Units then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (DatChat, Inc.), Underwriting Agreement (DatChat, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed on the same day as such oral notice is given in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Akerna Corp.), Underwriting Agreement (Akerna Corp.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1.1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Additional Shares and/or Additional Warrants within thirty (30) 30 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be promptly confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Additional Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”)Additional Securities, which shall must be at least one Business Day after the written notice is given and may not be earlier than the Closing Date nor later than five (5) full three Business Days after the date of the such notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Additional Securities does not occur on the Closing Date, the Option Closing Date date and time of the closing for such Additional Securities will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Enerpulse Technologies, Inc.), Underwriting Agreement (Enerpulse Technologies, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be later than five one (51) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, Representative at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as the maximum number of Option Shares and/or Option Warrants set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the maximum number of Option Shares and/or Option Warrants that may be issued pursuant to the Over-allotment Option set forth in Schedule 1.

Appears in 2 contracts

Samples: Underwriting Agreement (Tapinator, Inc.), Underwriting Agreement (Tapinator, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from by the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall will not be later than five (5) full Business Days business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 2 contracts

Samples: Underwriting Agreement (American Telecom Services Inc), Underwriting Agreement (Passport Restaurants, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile e-mail or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Transcode Therapeutics, Inc.), Underwriting Agreement (Transcode Therapeutics, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities ADSs within thirty forty-five (3045) days after the date of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities ADSs to be purchased and the date and time for delivery of and payment for the Option Securities ADSs (the “Option Closing Date”), which shall not be later than five two (52) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities ADSs does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesADSs, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities ADSs specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities ADSs then being purchased as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm ADSs, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 2 contracts

Samples: Underwriting Agreement (Immuron LTD), Underwriting Agreement (Immuron LTD)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares and/or Option Warrants in any combination thereof within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Option Share shall be equal to the Prospectus (as defined below)Share Purchase Price. The purchase price to be paid per Option Warrant shall be equal to the Warrant Purchase Price. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five two (52) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and notice, (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares then being purchased that the number of Firm Shares as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased as set forth in Schedule 1, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 2 contracts

Samples: Underwriting Agreement (Blink Charging Co.), Underwriting Agreement (Blink Charging Co.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be earlier than two (2) Business Days nor later than five three (53) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Counsel, Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase that portion of the total number of Option Securities then being purchased as set forth specified in Schedule 1 opposite the name of such Underwriternotice.

Appears in 2 contracts

Samples: Underwriting Agreement (Intellipharmaceutics International Inc.), Underwriting Agreement (Intellipharmaceutics International Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Option Share shall be equal to the Prospectus (as defined below)Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Alfi, Inc.), Underwriting Agreement (Alfi, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities ADSs within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission from the Representative to the Company setting forth the number of Option Securities ADSs to be purchased and the date and time for delivery of and payment for the Option Securities ADSs (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities ADSs does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesADSs, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities ADSs specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities ADSs then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Biofrontera AG), Underwriting Agreement (Biofrontera AG)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(a)(iii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Securities ADSs within thirty (30) 30 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any of the Option Securities ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing within 24 hours by overnight mail or email or facsimile or other electronic transmission (the “Option Notice”) setting forth the number of the Option Securities ADSs to be purchased and the date and time for delivery of and payment for the Option Securities ADSs (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities ADSs does not occur on the Closing Date, the Option Closing Date will be as set forth in the noticeOption Notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, ADSs subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of the Option Securities ADSs specified in such notice the Option Notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase that portion of the total number of the Option Securities then being purchased ADSs as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm ADSs.

Appears in 2 contracts

Samples: Underwriting Agreement (Lead Real Estate Co., LTD), Underwriting Agreement (Lead Real Estate Co., LTD)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Securities Units within thirty (30) 45 days after the effective date (“Effective Date”) of the Prospectus (as defined below)Registration Statement. The Underwriters shall Underwriter will not be under any obligation to purchase any Option Securities Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from by the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Units to be purchased and the date and time for delivery of and payment for the Option Securities Units (the “Option Closing Date”), which shall will not be later than five (5) full Business Days after the date of the notice or such other time and in such other manner as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Counsel, Loeb or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriter, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriter will become obligated to sell to the Underwriters purchase, the number of Option Securities Units specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 2 contracts

Samples: Underwriting Agreement (E-Compass Acquisition Corp.), Underwriting Agreement (E-Compass Acquisition Corp.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Securities, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 2 contracts

Samples: Underwriting Agreement (Bridgeline Digital, Inc.), Underwriting Agreement (Bridgeline Digital, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares and the Option Warrants or the Option Shares or the Option Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities Shares or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be later than five the third (53rd) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares and the Option Warrants or the Option Shares or the Option Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (1847 Holdings LLC), Underwriting Agreement (1847 Holdings LLC)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof 1(c) may be exercised by the Representative Representative, as to all (at any time) or any part (from time to time) of the Option Securities Units or Option Shares and/or Option Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any of such Option Securities prior to Units and/or Option Shares and/or Option Warrants before the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of Option Securities Units, or Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the such Option Securities (the “Option Closing Date”)Securities, which shall will not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the such Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) notice. If any Option Securities are to be purchased, each of the UnderwritersUnderwriter agrees, acting severally and not jointly, shall to purchase the number of Option Securities (subject to such adjustments to eliminate fractional securities as the Representative may determine) that portion bears the same proportion to the number of Firm Securities to be purchased by it as set forth on Schedule A opposite such Underwriter's name as the total number of Option Securities then being to be purchased as set forth in Schedule 1 opposite bears to the name total number of such UnderwriterFirm Securities.

Appears in 2 contracts

Samples: Underwriting Agreement (Cur Media, Inc.), Underwriting Agreement (Cur Media, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Option Share shall be equal to the Prospectus (as defined below)Firm Share purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares then being purchased that the number of Firm Shares as set forth in on Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares (except as otherwise agreed to by the Underwriters).

Appears in 2 contracts

Samples: Underwriting Agreement (GreenBox POS), Underwriting Agreement (GreenBox POS)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the any combination of Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares, Option Preferred Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five three (53) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares, Option Preferred Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares, Option Preferred Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Rennova Health, Inc.), Underwriting Agreement (Rennova Health, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (iSign Solutions Inc.), Underwriting Agreement (iSign Solutions Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Additional Shares within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Securities Additional Shares to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than five one (51) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Additional Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Additional Shares then being purchased that the number of Firm Shares as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (Adial Pharmaceuticals, Inc.)

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Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and Option Warrants then being purchased as set forth in on Schedule 1 opposite the name of such Underwritersuch.

Appears in 1 contract

Samples: Underwriting Agreement (Protagenic Therapeutics, Inc.\new)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 30 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (1847 Goedeker Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date Effective Date of the Prospectus Registration Statement (as defined in Section 2.1.1 below). The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be later than five two (52) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Trovagene, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Securities Shares within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five two (52) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Representative Counsel, Representatives Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Immuron LTD)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Closing Date. The purchase price to be paid per Option Unit shall be equal to the Firm Unit purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Units to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Units specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Units then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Guardforce AI Co., LTD)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five days after the effective date ("Effective Date") of the Option Securities within thirty (30) days after the date of the Prospectus Registration Statement (as defined belowhereinafter defined). The Underwriters shall Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Over- allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeMHM, which must be confirmed in writing within 24 hours thereof by overnight mail a letter or facsimile or other electronic transmission telecopy setting forth the number of Option Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities (and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such notice is given at least two full business days prior to the Closing Date”), which shall the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than five (5) full Business Days business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representativenotice, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representativeunless we mutually agree to an earlier date. If such delivery and payment for the Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriter, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriter will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 1 contract

Samples: Underwriting Agreement (Dental Medical Diagnostic Systems Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any combination of the Option Securities Shares and/or Option Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any the Option Securities Shares and/or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of the Option Securities Shares and/or the Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or the Option Warrants (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares and/or the Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Shares and/or the Option Warrants subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of the Option Securities Shares and/or the Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of the Option Securities Shares and/or the Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Monster Digital, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 2(c)(i) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Stock within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Securities Stock prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the Representative giving of oral written notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Stock to be purchased and the date and time for delivery of and payment for the Option Securities Stock (the “Option Closing Date”), which shall will not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Blank Rome LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities Stock specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 1 contract

Samples: Underwriting Agreement (Neuralstem, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (or any part of the Option Securities at any time) or any part (, from time to time) of the Option Securities , within thirty (30) forty-five days after the date Effective Date of the Prospectus (as defined below)Registration Statement. The Underwriters shall will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeGKN, which must be confirmed in writing within 24 hours thereof by overnight mail a letter or facsimile or other electronic transmission telecopy setting forth the number of Option Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities (and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such notice is given at least two full business days prior to the Closing Date”), which shall the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than five (5) full Business Days business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representativenotice, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representativeunless we mutually agree to an earlier date. If such delivery and payment for the Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 1 contract

Samples: Underwriting Agreement (Trident Rowan Group Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(a)(iii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Securities ADSs within thirty (30) 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any of the Option Securities ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing within 24 hours by overnight mail or email or facsimile or other electronic transmission (the “Option Notice”) setting forth the number of the Option Securities ADSs to be purchased and the date and time for delivery of and payment for the Option Securities ADSs (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities ADSs does not occur on the Closing Date, the Option Closing Date will be as set forth in the noticeOption Notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, ADSs subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of the Option Securities ADSs specified in such notice the Option Notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase that portion of the total number of the Option Securities then being purchased ADSs as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm ADSs.

Appears in 1 contract

Samples: Underwriting Agreement (Lead Real Estate Co., LTD)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1.1(c) hereof may be exercised by the Representative as to all (at any time) or any part (of the Additional Shares and/or Additional Warrants at any time and from time to time) of the Option Securities time within thirty (30) 30 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be promptly confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Additional Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”)Additional Securities, which shall must be at least one Business Day after the written notice is given and may not be earlier than the Closing Date nor later than five (5) full three Business Days after the date of the such notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Additional Securities does not occur on the Closing Date, the Option Closing Date date and time of the closing for such Additional Securities will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 1 contract

Samples: Underwriting Agreement (Enerpulse Technologies, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(b)(1) hereof may be exercised by the Representative as to all (at any time) or any part portion (from time to time) of the Option Securities Shares within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Option Share shall be equal to the Prospectus (as defined below)Purchase Price. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number same percentage of Option Securities then being Shares as the percentage of Firm Shares that it purchased as set forth in Schedule 1 opposite the name of such Underwriterpursuant to Section 1(a).

Appears in 1 contract

Samples: Underwriting Agreement (The Future Education Group Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Precipio, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(b)(i) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Securities within thirty (30) 30 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants, as the case may be (the each, an “Option Closing Date”), which shall not be later than five two (52) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Shares and/or Option Warrants subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter, subject to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (Heart Test Laboratories, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Securities Shares and/or the Option Warrants (either separately or together) within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters Representatives shall not be under any obligation to purchase any Option Securities Shares or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants (either separately or together) to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Securities Shares and/or the Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares and/or Option Warrants (either separately or together), subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Microlin Bio, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five days after the effective date ("Effective Date") of the Option Securities within thirty (30) days after the date of the Prospectus Registration Statement (as defined belowhereinafter defined). The Underwriters shall Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail a letter or facsimile or other electronic transmission telecopy setting forth the number of Option Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities (and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such notice is given at least two full business days prior to the Closing Date”), which shall the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than five (5) full Business Days business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for the Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriter, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriter will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 1 contract

Samples: Underwriting Agreement (Millbrook Press Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (or any part of the Option Securities at any time) or any part (, from time to time) of the Option Securities , within thirty (30) forty-five days after the effective date of the Prospectus Registration Statement (as defined below"Effective Date"). The Underwriters shall Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral or written notice to the Company from the Representative, Underwriter (any such oral notice which must be confirmed in writing by overnight mail a letter or facsimile telecopier notice within twenty-four hours or other electronic transmission such oral notice) setting forth the number of Option Securities to be purchased and purchased, the date and time for delivery of of, and payment for for, the Option Securities, and stating that the Option Securities (referred to therein are to be used only for the “Option purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such notice is given at least two full business days prior to the Closing Date”), which shall the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than five (5) full Business Days business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for the Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriter, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriter will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 1 contract

Samples: Compu Dawn Inc

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the each, an “Option Closing Date”), which shall not be later than five one (51) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of will become obligated to purchase, the total number of Option Securities then being purchased as set forth specified in Schedule 1 opposite the name of such Underwriternotice.

Appears in 1 contract

Samples: Underwriting Agreement (Treasure Global Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities and/or Option Pre-Funded Warrants to be purchased and the date and time for delivery of and payment for the Option Securities and/or Option Pre-Funded Warrants (the “Option Closing Date”), which shall not be later than five two (52) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Polar Power, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the any combination of Option Securities within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral written notice to the Company and the Selling Stockholders from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company Company, the Selling Stockholders and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Company Offering Option Securities Shares and/or Option Warrants specified in such notice notice, (ii) the Selling Stockholders shall become obligated to sell to the Underwriters the number of Selling Stockholder Option Shares specified in such notice, and (iiiii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Jupiter Wellness, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all or any part of the Option Securities (but only in the form of Units) at any time) or any part (, from time to time) of the Option Securities , within thirty (30) forty-five days after the effective date of the Prospectus Registration Statement (as defined below"Effective Date"). The Underwriters shall Representative will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail a letter or facsimile or other electronic transmission telecopy setting forth the number of Option Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities (and stating that the Option Securities referred to therein are to be used only for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such notice is given at least two full business days prior to the Closing Date”), which shall the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than five (5) full Business Days business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for the Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesRepresentative, and, subject to the terms and conditions set forth herein, (i) the Company shall Representative will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 1 contract

Samples: Objectsoft Corp

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares and/or Option Warrants within thirty (30) 30 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Sections to be purchased and the date and time for delivery of and payment for the Option Securities (the each, an “Option Closing Date”), which shall will not be earlier than one (1) or later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon in writing by the Company and the Representative, at the offices of Representative Counsel, MW or at such other place (including remotely by facsimile or other electronic transmissiontransmission of executed documents) as shall be agreed upon in writing by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will be obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall become Underwriters will be obligated to sell to the Underwriters purchase, the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 1 contract

Samples: Underwriting Agreement (Coya Therapeutics, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or Counselor at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Meridian Waste Solutions, Inc.)

Exercise of Option. The Over-allotment Overallotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (or any part of the Option Shares at any time) or any part (, from time to time) of the Option Securities , within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Overallotment Option. The Over-allotment Overallotment Option granted hereby may be exercised by the giving of oral notice to the Company Selling Shareholders from the Representative, which must be confirmed in writing by overnight mail a letter or facsimile or other electronic transmission telecopy to the Selling Shareholders by the Representative within 24 hours of such oral notice setting forth the number of Option Securities Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Securities Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering overallotments in connection with the distribution and sale of the Firm Shares. If such notice is given two (2) full business days prior to the “Option Closing Date”), which the date set forth therein for such delivery and payment shall be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment shall not be later earlier than five (5) full Business Days business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the date and time of the closing for such Option Closing Date will Shares shall be as set forth in the noticenotice (the "Option Closing Date"). Upon exercise of the Over-allotment Overallotment Option, the Selling Shareholders shall become obligated to convey to the Underwriters the number of Option with respect to all or any portion of the Option SecuritiesShares specified in such notice, and, subject to the terms and conditions set forth herein, (i) the Company each Underwriter shall become be obligated to sell purchase the percentage of the Option Shares as is equal to the Underwriters percentage of Firm Shares that such Underwriter is purchasing, as adjusted by the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased Representative so as set forth in Schedule 1 opposite the name of such Underwriterto avoid fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Dunn Computer Corp)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Securities within thirty the earlier of (30i) 45 days after the date of the Prospectus (as defined below)) and (ii) the day the Company files its Annual Report on Form 10-K for the year ended December 31, 2018. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Counsel, Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such UnderwriterSecurities.

Appears in 1 contract

Samples: Underwriting Agreement (DPW Holdings, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(a)(iii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five two (52) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel, Counsel or at such other place (including remotely by facsimile facsimile, email or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the an Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice notice; and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter, subject to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Underwriting Agreement (Inspira Technologies OXY B.H.N. LTD)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(a)(iii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Securities Shares within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any the Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of the Option Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the "Option Closing Date"), which shall not be later than five (5) full Business Days after the date of the written notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Representative's Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Shares subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of the Option Securities Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of the Option Securities Shares then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (HUI YING FINANCIAL HOLDINGS Corp)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Additional Shares within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Securities Additional Shares to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Additional Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Additional Shares then being purchased up to that number of Firm Shares as set forth in Schedule 1 opposite the name of such Underwriter, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Appears in 1 contract

Samples: Form of Underwriting Agreement (Jaguar Animal Health, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriters as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from by the RepresentativeUnderwriters, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall will not be later than five (5) full Business Days business days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of Representative Counsel, the Underwriters or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the noticeUnderwriters. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 1 contract

Samples: Underwriting Agreement (AeroGrow International, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(a)(iii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Securities within thirty (30) 30 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of the Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Representative’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of the Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of the Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Acasti Pharma Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities ADSs within thirty forty five (3045) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission from the Representative to the Company setting forth the number of Option Securities ADSs to be purchased and the date and time for delivery of and payment for the Option Securities ADSs (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities ADSs does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesADSs, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities ADSs specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities ADSs then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 1 contract

Samples: Lock Up Agreement (BiondVax Pharmaceuticals Ltd.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Option Share shall be equal to the Prospectus (as defined below)Firm Share purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares then being purchased that the number of Firm Shares as set forth in on Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares (except as otherwise agreed to by the Underwriters).

Appears in 1 contract

Samples: Lock Up Agreement (Kairos Pharma, LTD.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the any combination of Option Securities Shares and/or Option Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Counsel, Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein,, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase that portion of the total number of Option Securities then being purchased as set forth Shares and/or Option Warrants specified in Schedule 1 opposite the name of such Underwriternotice.

Appears in 1 contract

Samples: Underwriting Agreement (BioRestorative Therapies, Inc.)

Exercise of Option. The Over-allotment Overallotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (or any part of the Option Shares at any time) or any part (, from time to time) of the Option Securities , within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Overallotment Option. The Over-allotment Overallotment Option granted hereby may be exercised by the giving of oral, written or telegraphic notice (any such oral notice to be confirmed by letter or telecopy within 24 hours of such oral notice) to the Company from by the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission Representative setting forth the number of Option Securities Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Securities Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering overallotments in connection with the distribution and sale of the Firm Shares. If such notice is given two (2) full business days prior to the “Option Closing Date”), which the date set forth therein for such delivery and payment shall be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment shall not be later earlier than five (5) full Business Days business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the date and time of the closing for such Option Closing Date will Shares shall be as set forth in the noticenotice (the "Option Closing Date"). Upon exercise of the Over-allotment Overallotment Option, the Company shall convey to the Underwriter the number of Option with respect to all or any portion of the Option SecuritiesShares specified in such notice, and, subject to the terms and conditions set forth herein, (i) the Company Underwriter shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each purchase all of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such UnderwriterShares.

Appears in 1 contract

Samples: Underwriting Agreement (Niche Pharmaceuticals Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (or any part of the Option Securities at any time) or any part (, from time to time) of the Option Securities , within thirty forty-five (3045) days after the effective date ("Effective Date") of the Prospectus Registration Statement (as defined belowhereinafter defined). The Underwriters shall will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail a letter or facsimile or other electronic transmission telecopy setting forth the number of Option Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities (and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such notice is given at least two full business days prior to the Closing Date”), which shall the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than five (5) three full Business Days business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Representative and the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for the Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Appears in 1 contract

Samples: Underwriting Agreement (Cpi Aerostructures Inc)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Securities Shares within thirty (30) 45 days after the date of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall may be on one full (1) Business Days’ notice but not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Representative Counsel, Representatives Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (New Age Beverages Corp)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five the third (53rd) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Pasithea Therapeutics Corp.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the any combination of Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and Option Preferred Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares, Option Preferred Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares, Option Preferred Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Rennova Health, Inc.)

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within thirty forty-five (3045) days after the date of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Viveve Medical, Inc.)

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