Common use of Option Shares Clause in Contracts

Option Shares. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters to purchase up to an additional [ ] shares of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 6 contracts

Samples: Purchase Agreement (NASDAQ Premium Income & Growth Fund Inc.), Purchase Agreement (Defined Strategy Fund, Inc.), Purchase Agreement (S&P 500 GEARED Fund Inc.)

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Option Shares. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters to purchase up to an additional [ ] shares of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 6 contracts

Samples: Purchase Agreement (Floating Rate Income Strategies Fund Inc), Purchase Agreement (Floating Rate Income Strategies Fund Ii Inc), Purchase Agreement (Enhanced Equity Yield Fund, Inc.)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share set forth in Section 1(a), the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up the Option Shares in proportion to an additional [ ] shares the number of Common Stock at the price per share Initial Shares set forth opposite the names of the Underwriters in Schedule BI hereto, less an amount per share equal plus any additional number of Option Shares which such Underwriter may become obligated to any dividends or distributions declared by purchase pursuant to the Fund and payable on the Initial Shares but not payable on the Option Sharesprovisions of Section 10. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time (but not more than twice) only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative Representatives to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell to each Underwriter the proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares plus any additional number of Option Shares which after the initial public offering to such Underwriter extent as the Underwriters may become obligated to purchase pursuant to the provisions of Section 10 hereofdetermine.

Appears in 6 contracts

Samples: Underwriting Agreement (Preferred Apartment Communities Inc), Underwriting Agreement (Preferred Apartment Communities Inc), Underwriting Agreement (Preferred Apartment Communities Inc)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters to purchase up to an additional [ ] shares of Common Stock at the purchase price per share set forth in Schedule Bparagraph (a), less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company, all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative Representatives to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the RepresentativeRepresentatives, but shall not be later than seven five full business days after the exercise of said such option, nor in any event prior to the Initial Closing Time, Time (as hereinafter defined). If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 4 contracts

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

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters to purchase up to an additional [ ] shares of Common Stock at the purchase price per share set forth in Schedule Bparagraph (a), less the Company hereby grants an amount per share equal option to purchase all or any dividends or distributions declared by part of the Fund and payable on [_______] Option Shares to the Initial Shares but not payable on the Option SharesUnderwriters. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the Representative, but shall not be later than seven ten full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase the number of Option Shares which the Company has been advised by the Representative have been attributed to such Underwriter or, if the Company has not been so advised, that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 8 hereof, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares after the public offering to such extent as the Underwriters may determine.

Appears in 3 contracts

Samples: Underwriting Agreement (Opinion Research Corp), Underwriting Agreement (Opinion Research Corp), Underwriting Agreement (Opinion Research Corp)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares for use solely in covering any over allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery certificates for the Option Shares (a “Date of Delivery”) shall are to be registered and the date and time, as determined by the Representative, but when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise date on which the option shall have been exercised. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to the account of said option, nor in any event prior the Representative for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to Closing Timethe order of the Company, as hereinafter defined. If appropriate, at the option is exercised offices of CRT Capital Group LLC, 000 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000, or such other location as to all or any portion of may be mutually acceptable at 9:00 a.m., Central time, on the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofSecond Closing Date.

Appears in 3 contracts

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

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative Underwriters to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as to all or any portion of the Option Sharesshall have been exercised. Each Underwriter agrees, each of the Underwriters, acting severally and not jointly, will to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion of the total number of Option Shares then being to be purchased which on such Second Closing Date as the number of Initial Firm Shares set forth in Schedule A I hereto opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of . No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company at the offices of Cxxxx-Xxxxxx Capital Group LLC, 200 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 3 contracts

Samples: Underwriting Agreement (Streamline Health Solutions Inc.), Purchase Agreement (Qumu Corp), Underwriting Agreement (Chembio Diagnostics, Inc.)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the Underwriter an option to purchase all or any portion of the Underwriters to purchase up to an additional [ ] shares of Common Stock Option Shares at the same purchase price per share set forth as the Firm Shares, for use solely in Schedule B, less an amount per share equal to covering any dividends or distributions declared over-allotments made by the Fund Underwriter in the sale and payable on distribution of the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative Underwriter to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then Underwriter is exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to all or any portion you against payment of the Option Shares, each purchase price therefor by wire transfer of same day funds payable to the order of the UnderwritersCompany at the offices of Xxxxx-Xxxxxx Capital Group LLC, acting severally and not jointly000 Xxxxx 0xx Xxxxxx, will purchase that proportion of Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofSecond Closing Date.

Appears in 3 contracts

Samples: Purchase Agreement (Orion Energy Systems, Inc.), Purchase Agreement (Icad Inc), Purchase Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)

Option Shares. In addition, on upon the basis of the representations and warranties herein contained and subject to the other terms and conditions and agreements herein set forth, at the Fund purchase price per share of Common Stock set forth in paragraph (a) above less an amount equal to any dividend or distribution payable on Initial Shares that is not also payable on the Option Shares, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company, all or any part of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering overallotments which may be made over-allotments in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund Company, setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the Representative, but shall not be later than seven five full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional number shares. The Representative may cancel the option at any time prior to its expiration by giving written notice of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant cancellation to the provisions of Section 10 hereofCompany.

Appears in 3 contracts

Samples: Underwriting Agreement (Synergy CHC Corp.), Underwriting Agreement (Synergy CHC Corp.), Underwriting Agreement (Synergy CHC Corp.)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company, all or any part of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative Representatives to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the Representative, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell the total number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which as the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 3 contracts

Samples: Underwriting Agreement (Turning Point Brands, Inc.), Underwriting Agreement (Turning Point Brands, Inc.), Underwriting Agreement (Turning Point Brands, Inc.)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the Underwriters to purchase up to an additional [ ] shares of Common Stock Option Shares at the same purchase price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by as the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representatives in each case to such adjustments manner as the Representative in its discretion shall make Representatives deem advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company at the offices of Pxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 3 contracts

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

Option Shares. In addition, on upon the basis of the representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share set forth in Section 1(a) hereof, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company all or any part of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an "Option Shares (a “Date of Delivery”Closing Date") shall be determined by the Representative, and may be the First Closing Date (as hereinafter defined), but otherwise shall not be later than seven five full business days after the exercise of said such option, nor in any event prior to the First Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell the total number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative Representative, in its discretion sole discretion, shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 2 contracts

Samples: Medical Properties Trust Inc, Medical Properties Trust Inc

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company, all or any part of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the Representative, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which as the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 2 contracts

Samples: Underwriting Agreement (Pacific DataVision, Inc.), Underwriting Agreement (Pacific DataVision, Inc.)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company, all or any part of Common Stock the Option Shares at the purchase price per share set forth in Schedule Bparagraph (a), less an amount per share equal plus any additional number of Option Shares which such Underwriter may become obligated to any dividends or distributions declared by purchase pursuant to the Fund and payable on the Initial Shares but not payable on the Option Sharesprovisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time (but in no event in more than two installments) only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representative to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the Representative, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell such Option Shares to the Underwriters, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 2 contracts

Samples: Underwriting Agreement (New York Mortgage Trust Inc), New York Mortgage Trust Inc

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company, all or any part of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the Representative, but shall not be later than seven three full business days (or earlier, without the prior written consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 2 contracts

Samples: Underwriting Agreement (Goldleaf Financial Solutions Inc.), Underwriting Agreement (Goldleaf Financial Solutions Inc.)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company, with respect to the Option Shares, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option SharesFirm Securities. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Shares set forth in Schedule A opposite the name of Firm Securities to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Securities to be purchased by the several Underwriters, subject as adjusted by the Representatives in each case to such adjustments manner as the Representative in its discretion shall make Representatives deem advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company at the offices of Pxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 2 contracts

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

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share set forth in paragraph (a), the Company and each Selling Stockholder hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares of Common Stock at from the price per share set forth Company and each Selling Stockholder in Schedule BI hereto, less an amount per share equal to all or any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on part of the Option Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representative Representatives to the Fund Company and the Committee setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”"DATE OF DELIVERY") shall be determined by the RepresentativeRepresentatives, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, Time (as hereinafter defined), although the notice of such exercise of the option may be given prior to the Closing Time. If the option is exercised as to less than all or any portion of the Option SharesShares or the value of the Company immediately prior to the date of the Prospectus is less than $150 million, which is equivalent to having an Offering Price (as defined below) which is less than approximately $12.35, then (i) the Company will sell fifty percent (50%) of the total number of Option Shares then being purchased and (ii) each Selling Stockholder will sell, severally and not jointly, that proportion of the remaining Option Shares then being purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Selling Stockholder bears to the total number of Initial Shares sold by all Selling Stockholders, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional shares. In the event that the option is exercised in full and the value of the Company immediately prior to the date of the Prospectus is equal to or exceeds $150 million, which is equivalent to having an Offering Price which is approximately equal to or exceeds $12.35, then (x) Xxxxxx Xxxxxxxx will sell twenty percent (20%) of the total number of Option Shares plus any additional being purchased by the Underwriters, (y) the Company will sell forty percent (40%) of the total number of Option Shares being purchased by the Underwriters, and (z) each Selling Stockholder will sell, severally and not jointly, that proportion of the remaining Option Shares then being purchased (or forty percent (40%) of the total number of Option Shares being purchased) which the number of Initial Shares set forth in Schedule I opposite the name of such Selling Stockholder bears to the total number of Initial Shares sold by all Selling Stockholders, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule II opposite the name of such Underwriter may become obligated to purchase pursuant bears to the provisions total number of Section 10 hereofInitial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Websidestory Inc), Websidestory Inc

Option Shares. In addition, on the basis of the representations and warranties contained herein contained and subject to the terms and conditions herein set forthforth herein, the Fund Company hereby grants an option to the Underwriters Underwriters, severally and not jointly, to purchase up to an additional [ ] shares of 412,500 Common Stock Shares in the aggregate, at the price per share set forth in Schedule BSection 3(a) above, less an amount the per share equal to amount of any dividends dividend or distributions other distribution declared by the Fund and payable on Company, the Initial Shares but not payable on record date of which occurs during the Option Sharesperiod from the Closing Time through the applicable Date of Delivery (as defined below) with respect thereto. The option hereby granted will expire 45 thirty (30) days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative Representatives, on behalf of the Underwriters, to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, nor unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Representatives and the Company but in any no event shall the Date of Delivery take place prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments as the Representative Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof. In addition, the Advisor has agreed to separately pay the Advisor Sales Load Payment with respect to the Option Shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Stellus Capital Investment Corp), Underwriting Agreement (Stellus Capital Investment Corp)

Option Shares. In addition, on upon the basis of the representations and warranties herein contained and subject to the other terms and conditions and agreements herein set forth, at the Fund purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company, all or any part of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering overallotments which over-allotments that may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative Representatives to the Fund Company, setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the RepresentativeRepresentatives, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant cancellation to the provisions of Section 10 hereofCompany.

Appears in 2 contracts

Samples: Underwriting Agreement (Stronghold Digital Mining, Inc.), Underwriting Agreement (Stronghold Digital Mining, Inc.)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The number of Option Shares to purchase up to an additional [ ] shares of Common Stock at be purchased by each Underwriter shall be the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared same percentage (adjusted by the Fund and payable on Representative to eliminate fractions) of the Initial total number of Option Shares but not payable on to be purchased by the Option Underwriters as such Underwriter is purchasing of the Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery certificates for the Option Shares (a “Date of Delivery”) shall are to be registered and the date and time, as determined by the Representative, but when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised shall have been exercised. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares to be purchased by the Underwriters hereunder, in book-entry form in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to all the Company, shall be delivered by or any portion on behalf of the Option SharesCompany to the Representative, each through the facilities of DTC, for the respective accounts of the Underwriters, acting severally and not jointly, will purchase that proportion with any transfer taxes payable in connection with the transfer of the total number of Option Shares then being purchased which to the number Underwriters duly paid, against payment by the Underwriters of Initial Shares set forth the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representative at least forty-eight hours in Schedule A opposite the name advance. The time and date of such Underwriter bears to delivery and payment shall be 9:00 a.m. New York City time on the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofSecond Closing Date.

Appears in 2 contracts

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

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company in Schedule I hereto, all or any part of Common Stock at the price per share Option Shares set forth in Schedule BI opposite such party's name, less an amount per share equal plus any additional number of Option Shares which such Underwriter may become obligated to any dividends or distributions declared by purchase pursuant to the Fund and payable on the Initial Shares but not payable on the Option Sharesprovisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative Representatives to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an "Option Shares (a “Date of Delivery”Closing Time") shall be determined by the RepresentativeRepresentatives, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase the number of Option Shares that bear the same proportion to the total number of Option Shares then being purchased as the number of Initial Shares set forth in Schedule I opposite the name of the Company bears to the total number of Initial Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 2 contracts

Samples: Underwriting Agreement (Customers Bancorp, Inc.), Underwriting Agreement (Customers Bancorp, Inc.)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company in Schedule I hereto, all or any part of Common Stock at the price per share Option Shares set forth in Schedule BI opposite such party’s name, less an amount per share equal plus any additional number of Option Shares which such Underwriter may become obligated to any dividends or distributions declared by purchase pursuant to the Fund and payable on the Initial Shares but not payable on the Option Sharesprovisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the Representative, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase the number of Option Shares that bear the same proportion to the total number of Option Shares then being purchased as the number of Initial Shares set forth in Schedule I opposite the name of the Company bears to the total number of Initial Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A II opposite the name of such Underwriter (plus any portion of the Initial Shares purchased by such Underwriter as Defaulted Shares) bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional shares. The “Last Option Closing Date” means the earlier of (1) three full business days after the date that is 30 days after the date hereof or (2) the date on which an Option Closing Time occurs at which the Underwriters purchase from the Company that number of Option Shares plus any additional that, when added to the total number of Option Shares which previously purchased at all Option Closing Times occurring prior to such Underwriter may become obligated to purchase pursuant to date, equals the provisions total number of Section 10 hereofOption Shares set forth in the first paragraph of this Agreement.

Appears in 2 contracts

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

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the Underwriters to purchase up to an additional [ ] shares of Common Stock Option Shares at the same purchase price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by as the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representatives in each case to such adjustments manner as the Representative in its discretion shall make Representatives deem advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 2 contracts

Samples: Underwriting Agreement (Orthopediatrics Corp), Underwriting Agreement (ViewRay, Inc.)

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company and the Selling Stockholder that is identified in Schedule B hereto, severally and not jointly, hereby grants an option grant to the Underwriters several Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase up to an additional [ ] shares of Common Stock 62,033 and 702,967 Option Shares, respectively, at the purchase price per share for the Firm Shares set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option SharesSection 3 hereof. The Such option hereby granted will expire 45 days after the date hereof and may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part from time during the period of thirty (30) days after the date on which the Firm Shares are initially offered to time only for the purpose of covering overallotments which may be made in connection with public, by giving written notice to the offering Company and distribution such Selling Stockholder. Any exercise of the Initial option granted to the Underwriters pursuant to this Section 7 shall first be applied to the Option Shares upon notice offered by the Representative Selling Stockholder, with any Option Shares in excess of 702,967 Option Shares to be sold to the Fund setting forth Underwriters by the Company. The number of Option Shares as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined purchased by the Representative, but shall not be later than seven full business days after each Underwriter upon the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If such option shall be the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Initial Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Initial SharesFirm Shares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to such adjustments as avoid fractional shares. Delivery of definitive certificates for the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase be purchased by the several Underwriters pursuant to the provisions exercise of the option granted by this Section 10 hereof7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in same-day funds or by wire transfer in same-day funds, payable to the order of the Company (to the extent that the Option Shares are sold by the Company) and the Custodian (to the extent that the Option Shares are sold by the Selling Stockholder) for the account of the Selling Stockholder. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Rain Xxxxxxx, 0000 Xxxx Xxxxxx, Suite 2200, Dallas, Texas, or at such other place as may be mutually agreed upon among the Representatives, the Selling Stockholder and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company and the Selling Stockholder (directly or indirectly through the Custodian) receive written notice of the exercise of such option, if such notice is received by the Company and the Selling Stockholder (directly or indirectly through the Custodian) less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose funds shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 2 contracts

Samples: Carreker Antinori Inc, Carreker Antinori Inc

Option Shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In additionthe event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx xx at such other place as may be agreed upon among the Representatives and the Company (i) on the basis Closing Date, if written notice of the representations and warranties herein contained and subject exercise of such option is received by the Company at least two (2) full business days prior to the terms and conditions herein set forthClosing Date, or (ii) on a date which shall not be later than the Fund hereby grants an option third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Underwriters to purchase up to an additional [ ] shares of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on Closing Date. The certificates for the Option Shares. The option hereby granted Shares to be so delivered will expire 45 days after be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date hereof of payment and delivery and will be in such names and denominations as you may request, such request to be exercised in whole or in part from time made at least two (2) full business days prior to time only for such date of payment and delivery. If the purpose Representatives so elect, delivery of covering overallotments which the Option Shares may be made in connection with by credit through full fast transfer to the offering accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and distribution not as the Representatives of the Initial Shares upon notice several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representative you prior to the Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for the Option Shares to be purchased by such Option SharesUnderwriter or Underwriters. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined payment by the Representative, but you shall not be later than seven full business days after the exercise of said option, nor in relieve any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number or Underwriters of Initial Shares, subject in each case to such adjustments as the Representative in any of its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereoftheir obligations hereunder.

Appears in 2 contracts

Samples: Alkermes Inc, Alkermes Inc

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share of Common Stock set forth in Section 1(a), the Company and each Selling Stockholder hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company and each Selling Stockholder in Schedule I, all or any part of Common Stock at the price per share Option Shares set forth in Schedule BI opposite such party's name, less an amount per share equal plus any additional number of Option Shares which such Underwriter may become obligated to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Sharespurchase pursuant to Section 9. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative Representatives to the Fund Company and the Attorneys setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an "Option Shares (a “Date of Delivery”Closing Time") shall be determined by the RepresentativeRepresentatives, but shall not be later than seven [three] full business days (or earlier, without the consent of the Company, than [two] full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company and each Selling Stockholder will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase the number of Option Shares that bear the same proportion to the total number of Option Shares then being purchased as the number of Initial Shares set forth in Schedule I opposite the name of the Company or such Selling Stockholder bears to the total number of Initial Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof9, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Aventine Renewable Energy Holdings Inc, Aventine Renewable Energy Holdings Inc

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share of Common Stock set forth in paragraph (a) above, the Company and the Option Selling Stockholders hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company and the Option Selling Stockholders, all or any part of Common Stock at the price per share Option Shares set forth in Schedule BI opposite such party’s name, less an amount per share equal plus any additional number of Option Shares which such Underwriter may become obligated to any dividends or distributions declared by purchase pursuant to the Fund and payable on the Initial Shares but not payable on the Option Sharesprovisions of Section 10 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the Representative, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company and the Option Selling Stockholders will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof10, subject in each case to such adjustments among the Underwriters as the Representative in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (ExOne Co), Underwriting Agreement (ExOne Co)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company, all or any part of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may within such 30-day period. Such option shall be made in connection with the offering and distribution of the Initial Shares exercised upon written notice by the Representative Representatives to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment for and delivery for of such Option Shares. Any such time and date of delivery for the and payment (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the RepresentativeRepresentatives, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, Time (as hereinafter defineddefined below). If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (OFS Capital Corp), Underwriting Agreement (OFS Capital, LLC)

Option Shares. In addition, on upon the basis of the agreements, warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company all or any part of Common Stock at the price per share Option Shares set forth in Schedule BI, less an amount per share equal plus any additional number of Option Shares which such Underwriter may become obligated to any dividends or distributions declared by purchase pursuant to the Fund and payable on the Initial Shares but not payable on the Option Sharesprovisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representative Representatives to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the RepresentativeRepresentatives, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said optionsuch option and the delivery of notice of same to the Company, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 2 contracts

Samples: Underwriting Agreement (Armstrong Energy, Inc.), Underwriting Agreement (Armstrong Energy, Inc.)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representative in each case to such adjustments manner as the Representative in its discretion shall make deems advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company, at the offices of Pxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 2 contracts

Samples: Purchase Agreement (OncoCyte Corp), Purchase Agreement (OncoCyte Corp)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, in the Fund event and to the extent that the Underwriters shall exercise the election to purchase Option Shares as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the same purchase price per Share as the Firm Shares, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by the Underwriters so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I and the denominator of which is the maximum number of Option Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares for use solely in covering any over allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by the Representatives, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for the Option Shares (being herein referred to as a “Second Closing” and “Second Closing Date,” respectively; provided, however, that a Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise date on which the option shall have been exercised. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to the account of said option, nor in any event prior the Representatives for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to Closing Timethe order of the Company, as hereinafter defined. If appropriate, at the option is exercised offices of Noble Financial Capital Markets, 000 Xxxxxx Xxxx, Xxxxx #000, Xxxx Xxxxx, XX 00000, or such other location as to all or any portion of the Option Sharesmay be mutually acceptable at 9:00 a.m., each of the UnderwritersEastern time, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of on a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofSecond Closing Date.

Appears in 2 contracts

Samples: Underwriting Agreement (Naked Brand Group Inc.), Underwriting Agreement (Naked Brand Group Inc.)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the Underwriters Option Shares to purchase up to an additional [ ] shares of Common Stock be sold by the Company hereunder, at the same purchase price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by as the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery certificates for the Option Shares (a “Date of Delivery”) shall are to be registered and the date and time, as determined by the Representative, but when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised, unless otherwise agreed. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representative in each case to such adjustments manner as the Representative in its discretion shall make deems advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company at the offices of BTIG, LLC, 000 Xxxxxxxxxx Xxxxxx, 6th Floor, San Francisco, California 94111, or such other location as may be mutually acceptable at 10:00 a.m., Eastern time, on the Second Closing Date. Delivery of the Option Shares, in book-entry form shall be made by credit through DWAC or full fast transfer to the accounts at the Depository Trust Company designated by the Representative.

Appears in 2 contracts

Samples: Purchase Agreement (Zosano Pharma Corp), Purchase Agreement (Zosano Pharma Corp)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters to purchase up to an additional [ ] shares of Common Stock at the purchase price per share set forth in Schedule Bparagraph (a), less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company, all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 45 thirty (30) days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative Representatives to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be later than seven five (5) full business days after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 2 contracts

Samples: Underwriting Agreement (Ashford Hospitality Trust Inc), Underwriting Agreement (Ashford Hospitality Trust Inc)

Option Shares. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, shall have the Fund hereby grants an option to purchase, severally and not jointly, from the Underwriters to purchase up to an additional [ ] shares of Common Stock Company the Option Shares at the a price per share set forth in paragraph 2 of Schedule B3 hereto, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option hereby granted will expire 45 days after to purchase Option Shares at any time in whole, or in part, on or before the thirtieth day following the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon Prospectus, by written notice by from the Representative Representatives to the Fund setting Company. Such notice shall set forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option is being exercised and the time, date and place time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of payment and delivery for such Option Shares. Any notice (unless such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor are postponed in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to accordance with the provisions of Section 10 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 2 contracts

Samples: Underwriting Agreement (Apollo Residential Mortgage, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)

Option Shares. In addition, on the basis of the representations and warranties contained herein contained and subject to the terms and conditions herein set forthforth herein, the Fund Company hereby grants an option to the Underwriters Underwriters, severally and not jointly, to purchase up to an additional [ ] shares of Common Stock Shares in the aggregate, at the price per share set forth in Schedule Bof [ ], less an amount the per share equal to amount of any dividends dividend or distributions other distribution declared by the Fund and payable on Company, the Initial Shares but not payable on record date of which occurs during the Option Sharesperiod from the Closing Time through the Date of Delivery (as defined below) with respect thereto. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time part, but only once, for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Firm Shares upon notice by the Representative to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof.

Appears in 2 contracts

Samples: Underwriting Agreement (Alcentra Capital Corp), Underwriting Agreement (Alcentra Capital Corp)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters to purchase up to an additional [ ] shares of Common Stock at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to each of the Underwriters, acting severally and not jointly, to purchase the respective number of Option Shares set forth in Schedule BI opposite its name, less an amount per share equal and each Underwriter agrees, severally and not jointly, to purchase from the Company the number of Option Shares set forth in Schedule I opposite such Underwriter's name, plus any dividends or distributions declared by additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the Fund and payable on the Initial Shares but not payable on the Option Sharesprovisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative Representatives to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the RepresentativeRepresentatives, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell the Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares plus any additional number of Option Shares which after the initial public offering to such Underwriter extent as the Underwriters may become obligated to purchase pursuant to the provisions of Section 10 hereofdetermine.

Appears in 2 contracts

Samples: Underwriting Agreement (Meadowbrook Insurance Group Inc), Underwriting Agreement (Meadowbrook Insurance Group Inc)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share set forth in paragraph (a), the Company and each Option Selling Stockholder, acting severally and not jointly, hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company and each Option Selling Stockholder in Schedule I hereto, all or any part of Common Stock at the price per share Option Shares set forth in Schedule BI opposite its name, less an amount per share equal plus any additional number of Option Shares which such Underwriter may become obligated to any dividends or distributions declared by purchase pursuant to the Fund and payable on the Initial Shares but not payable on the Option Sharesprovisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative Representatives to the Fund Company and the Attorneys setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company and each Option Selling Stockholder will sell that proportion of the total number of Option Shares then being purchased which the number of Option Shares set forth in Schedule I opposite the name of the Company or such Option Selling Stockholder bears to the total number of Option Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative Underwriters in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 2 contracts

Samples: Underwriting Agreement (Website Pros Inc), Underwriting Agreement (Website Pros Inc)

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company, certain of the Selling Stockholders and the Over-Allotment Selling Stockholders, all as identified on Schedule C, hereby grants an option grant to the Underwriters several Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, nontransferable options to purchase up to an additional [ ] shares aggregate of Common Stock 315,000 Option Shares at the purchase price per share for the Firm Shares set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option SharesSection 5 hereof. The option hereby granted will expire 45 days after the date hereof and Such options may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part from time to time only for during the purpose period of covering overallotments forty-five (45) days after the date on which may be made in connection with the offering and distribution of the Initial Firm Shares upon notice by the Representative are initially offered to the Fund setting forth public, by giving written notice to the Company, such Selling Stockholders and Over-Allotment Selling Stockholders, as the case may be. The number of Option Shares as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined purchased by the Representative, but shall not be later than seven full business days after each Underwriter upon the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If such option shall be the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Initial Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Initial SharesFirm Shares purchased by the several Underwriters (set forth in Schedule A hereto), subject in each case to such adjustments as adjusted by the Lead Representative in its discretion shall make such manner as to eliminate avoid fractional shares. The Company has agreed with certain of the Selling Stockholders and the Over-Allotment Selling Stockhold- ers and the Underwriters hereby agree that the first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata basis based on the relative amounts subject to sale by such persons as set forth under "Principal and Selling Stockholders," and any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares the remaining 190,827 shares as to which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofUnderwriters' over-allotment options are exercised will be sold by the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (All-Comm Media Corp), Underwriting Agreement (All-Comm Media Corp)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representative in each case to such adjustments manner as the Representative in its discretion shall make deems advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Custodian and the Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Custodian or the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 2 contracts

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

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representative in each case to such adjustments manner as the Representative in its discretion shall make deems advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated to purchase pursuant will be delivered by the Company to the provisions account of Section 10 hereofthe Representative for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Xxxxx Xxxxxxx & Co., 000 Xxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxxxxxx, XX 00000, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 2 contracts

Samples: Purchase Agreement (Trovagene, Inc.), Purchase Agreement (Trovagene, Inc.)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company, with respect to 750,000 Option Shares, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part at any time and from time to time only for within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be earlier than the First Closing Date nor earlier than the second business day or later than seven full the tenth business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representative in each case to such adjustments manner as the Representative in its discretion shall make deems advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 2 contracts

Samples: Purchase Agreement (CONTRAFECT Corp), Purchase Agreement

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, each of the Fund Forward Seller (as agent for the Forward Counterparty, with respect to the Borrowed Option Shares) and the Company (with respect to the Company Top-Up Option Shares) hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up from the Forward Seller (as agent for the Forward Counterparty, with respect to an the Borrowed Option Shares) and the Company (with respect to the Company Top-Up Option Shares) all or any part of the Option Shares, plus any additional [ ] shares number of Common Stock Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof, at the purchase price per share set forth in Schedule Bparagraph (a) above, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Shares but not payable on the Option Shares. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares within such 30-day period upon written notice by the Representative Representatives to the Fund Forward Counterparty, the Forward Seller and the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the RepresentativeRepresentatives, but shall not be later than seven five full business days after the exercise of said such option, nor in any event prior to the Closing Time, Time (as hereinafter defineddefined below). If The number of Option Shares to be purchased by each Underwriter shall be the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being purchased which as the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 2 contracts

Samples: Underwriting Agreement (Northstar Realty Finance Corp.), Underwriting Agreement (Northstar Realty Finance Corp.)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor, unless otherwise agreed by the parties, earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representatives in each case to such adjustments manner as the Representative in its discretion shall make deems advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company at the offices of Xxxxx-Xxxxxx Capital Group LLC, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 2 contracts

Samples: Underwriting Agreement (Akoustis Technologies, Inc.), Underwriting Agreement (Icad Inc)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company, with respect to [●] of the Option Shares, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery for as determined by you, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (a “Date as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. The number of Delivery”) Option Shares to be purchased by each Underwriter shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representatives in each case to such adjustments manner as the Representative in its discretion shall make Representatives deem advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number shall be sold and delivered unless all of Option the Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofpreviously have been, or simultaneously are, sold and delivered.

Appears in 2 contracts

Samples: Common Stock (Cachet Financial Solutions, Inc.), Common Stock (Cachet Financial Solutions, Inc.)

Option Shares. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company and each Selling Stockholder hereby grants an option to the several Underwriters to purchase up to an additional [ ] shares of Common Stock the Option Shares at the price per share as set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option SharesSection 2(a) hereof. The option granted hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from by giving written notice (i) at any time to time before the Closing Time and (ii) only for once thereafter within 30 days after the purpose date of covering overallotments which may be made in connection with the offering and distribution this Agreement, by you, as Representative of the Initial Shares upon notice by the Representative several Underwriters, to the Fund Company and each Selling Stockholder setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery at which such certificates are to be delivered. The time and date at which certificates for the Option Shares (a “Date of Delivery”) are to be delivered shall be determined by the Representative, Representative but shall not be earlier than three nor later than seven 10 full business days after the exercise of said such option, nor in any event prior to the Closing Time (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Time, the notice of exercise shall set the Closing Time as hereinafter definedthe Option Closing Date. If any Option Shares are to be purchased, (a) the option is exercised number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriters bears to the total number of Firm Shares, adjusted by you in such manner as to all or any portion avoid fractional shares, (b) the number of Option Shares to be sold by the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion Company shall be one-third of the total number of Option Shares then being purchased which to be sold and (c) the number of Initial Option Shares set forth to be sold by each Selling Stockholder shall be in Schedule A opposite the name same proportion to the total number of Option Shares being sold by such Underwriter Selling Stockholder as the number of Firm Shares being sold by such Selling Stockholder bears to the total number of Initial SharesFirm Shares being sold by the Selling Stockholders. You, subject in as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company and each case to such adjustments as Selling Stockholder. To the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of extent, if any, that the option is exercised, payment for the Option Shares plus any additional number shall be made on the Option Closing Date in federal (same-day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company for the Option Shares which such Underwriter may become obligated to purchase pursuant to sold by it and the provisions of Section 10 hereofSelling Stockholders for the Option Shares sold by them.

Appears in 2 contracts

Samples: Underwriting Agreement (Colfax CORP), Underwriting Agreement (BDT Capital Partners, LLC)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters to purchase up to an additional [ ] shares of Common Stock at the purchase price per share set forth in paragraph (a), the Company and each Selling Stockholder hereby grants an option to purchase, in the respective numbers of shares of Common Stock and Preferred Stock set forth opposite the names of the Company and each Selling Stockholder in Schedule BI hereto, less an amount per share equal to the Underwriters, acting severally and not jointly, in the respective numbers of shares of Common Stock set forth opposite the names of the Underwriters in Schedule II hereto, plus any dividends or distributions declared by additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the Fund and payable on the Initial Shares but not payable on the Option Sharesprovisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the Representative, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company and each Selling Stockholder will sell that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I opposite the name of the Company or such Selling Stockholder bears to the total number of Initial Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional number shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares plus any additional number of Option Shares which after the initial public offering to such Underwriter extent as the Underwriters may become obligated to purchase pursuant to the provisions of Section 10 hereofdetermine.

Appears in 2 contracts

Samples: American Home Mortgage Holdings Inc, American Home Mortgage Holdings Inc

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company, with respect to 1,000,000 Option Shares, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be but in no event earlier than the First Closing Date nor earlier than the second business day or later than seven full the tenth business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representative in each case to such adjustments manner as the Representative in its discretion shall make deems advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 2 contracts

Samples: Purchase Agreement (Motus GI Holdings, Inc.), Purchase Agreement

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share of Common Stock set forth in paragraph (a) above, FBR Securities hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from FBR Securities all or any part of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative Representatives to the Fund FBR Securities setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, FBR Securities will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase the number of Option Shares that bear the same proportion of to the total number of Option Shares then being purchased which as the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof, subject to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Arlington Asset Investment Corp.), Underwriting Agreement (FBR Capital Markets Corp)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the Underwriter an option to purchase all or any portion of the Underwriters to purchase up to an additional [ ] shares of Common Stock Option Shares at the same purchase price per share set forth as the Firm Shares, for use solely in Schedule B, less an amount per share equal to covering any dividends or distributions declared over-allotments made by the Fund Underwriter in the sale and payable on distribution of the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative Underwriter to the Fund Company (the “Option Notice”) setting forth the aggregate number of Option Shares as to which the several Underwriters are then Underwriter is exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the third business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion receipt of the Option SharesNotice by the Company, each provided that if the Option Notice is received by the Company two business days prior to the First Closing Date it shall be deemed timely. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you against payment of the Underwriters, acting severally and not jointly, will purchase that proportion price therefor by wire transfer of same day funds payable to the order of the total number Company at the offices of Option Shares then being purchased which Xxxxx-Xxxxxx Capital Group LLC, 000 Xxxxx 0xx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofSecond Closing Date.

Appears in 2 contracts

Samples: Purchase Agreement (Netlist Inc), Purchase Agreement (Netlist Inc)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over‑allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor, unless otherwise agreed by the parties, earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representatives in each case to such adjustments manner as the Representative in its discretion shall make deems advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company at the offices of Xxxxx-Xxxxxx Capital Group LLC, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 2 contracts

Samples: Underwriting Agreement (IZEA Worldwide, Inc.), Underwriting Agreement (IZEA, Inc.)

Option Shares. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, shall have the Fund hereby grants an option to purchase, severally and not jointly, from the Underwriters to purchase up to an additional [ ] shares of Common Stock Company the Option Shares at the a price per share set forth in Schedule Bof $18.27, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 13 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option hereby granted will expire 45 days after to purchase Option Shares at any time in whole, or in part, on or before the thirtieth day following the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon Prospectus, by written notice by from the Representative Representatives to the Fund setting Company. Such notice shall set forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option is being exercised and the time, date and place time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of payment and delivery for such Option Shares. Any notice (unless such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor are postponed in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to accordance with the provisions of Section 10 13 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 2 contracts

Samples: Management Agreement (Apollo Commercial Real Estate Finance, Inc.), www.sec.gov

Option Shares. In addition, on Upon the basis of the representations and warranties herein contained and subject to the other terms and conditions herein set forth, the Fund Company hereby grants an option to FBR to (i) purchase from the Underwriters to purchase Company, as initial purchaser, up to an additional [ ] shares aggregate of Common Stock 6,075,000 Option Shares at the price 144A/Regulation S Purchase Price per share set forth in Schedule B(the "Purchased Option Shares"); and (ii) place, less an amount as exclusive placement agent for the Company, up to that number of Option Shares remaining, after subtracting any Purchased Option Shares with respect to which FBR has exercised its option pursuant to clause (i), at the Regulation D Purchase Price per share equal to any dividends or distributions declared by (the Fund and payable on the Initial Shares but not payable on the "Placed Option Shares"). The option granted hereby granted will expire 45 thirty (30) days after the date hereof and may be exercised in whole or in part from time to time in one or more installments, including at the Closing Time, only for the purpose of covering overallotments additional allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representative FBR to the Fund Company setting forth (i) the number of Option Shares as to which the several Underwriters are FBR is then exercising the option option, (ii) the names and denominations to which the Option Shares are to be delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"), (iii) the number of Option Shares that will be Purchased Option Shares and the timenumber of Option Shares that will be Placed Option Shares, and (iv) the time and date and place of payment for and delivery for of such Option SharesShares in book-entry form. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the RepresentativeFBR, but shall not be later than seven five (5) full business days Business Days (as defined herein) nor earlier than one (1) full Business Day after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedunless otherwise agreed in writing by FBR and the Company. If For purposes of this Agreement, the option is exercised as term "Business Day" means with respect to all or any portion of the Option Sharesact to be performed hereunder, each of the UnderwritersMonday, acting severally Tuesday, Wednesday, Thursday and Friday that is not jointlya day on which banking institutions in New York, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of New York or other applicable places where such Underwriter bears act is to the total number of Initial Sharesoccur are authorized or obligated by applicable law, subject in each case regulation or executive order to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofclose.

Appears in 2 contracts

Samples: Loan and Security Agreement (Banctec Inc), Loan and Security Agreement (Banctec Inc)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters to purchase up to an additional [ ] shares of Common Stock at the purchase price per share set forth in Schedule Bparagraph (a), less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company, all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven five full business days after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 2 contracts

Samples: Underwriting Agreement (Ashford Hospitality Trust Inc), Underwriting Agreement (Ashford Hospitality Trust Inc)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the Underwriters to purchase up to an additional [ ] shares of Common Stock Option Shares at the same purchase price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by as the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representative in each case to such adjustments manner as the Representative in its discretion shall make deem advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 2 contracts

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

Option Shares. In addition, on the basis of the representations The Company hereby agrees to issue and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase up to an additional [ ] shares of Common Stock purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at the a price per share set forth in Schedule B, equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Firm Shares but not payable on the Option SharesShares (the “Over-Allotment Option Purchase Price”). The option hereby granted will expire 45 days after Company and the date hereof and Underwriters agree that the Underwriters may be exercised in whole or in part from time to time only exercise the Over-Allotment Option for the purpose of covering overallotments which may be over-allotments made in connection with the offering and distribution of the Initial Shares upon Firm Shares. The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after the Effective Date, by giving written notice by the Representative to the Fund setting forth Company (the number of Option Shares as to which “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the several Underwriters are then exercising the option written notice is given and the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the Representative, but shall may not be earlier than the Closing Date nor later than seven full ten (10) business days after the exercise date of said optionsuch notice. On each day, nor in any event prior to Closing Timeif any, as hereinafter defined. If the option is exercised as to all or any portion of that the Option SharesShares are to be purchased, each of the UnderwritersUnderwriter agrees, acting severally and not jointly, will to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion of to the total number of the Option Shares then being to be purchased which on such additional closing date (“Additional Closing Date”) as the number of Initial Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Initial the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, subject in each case to such adjustments as the Representative in its discretion case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall make to eliminate any sales or purchases of a fractional set forth: (i) the aggregate number of Option Shares plus any additional number of as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares which such Underwriter may become obligated are to purchase pursuant be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the provisions account(s) specified by the Company to the Representative at least two (2) business day in advance of Section 10 hereofsuch payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Representative. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Representative shall otherwise instruct.

Appears in 2 contracts

Samples: Underwriting Agreement (Linkers Industries LTD), Underwriting Agreement (Linkers Industries LTD)

Option Shares. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, shall have the Fund hereby grants an option to purchase, severally and not jointly, from the Underwriters to purchase up to an additional [ ] shares of Common Stock Company the Option Shares at the a price per share set forth in Schedule Bof $16.90, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option hereby granted will expire 45 days after to purchase Option Shares at any time in whole, or in part, on or before the thirtieth day following the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon Prospectus, by written notice by from the Representative Representatives to the Fund setting Company. Such notice shall set forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option is being exercised and the time, date and place time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of payment and delivery for such Option Shares. Any notice (unless such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor are postponed in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to accordance with the provisions of Section 10 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Management Agreement (Apollo Commercial Real Estate Finance, Inc.)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters each Underwriter, severally and not jointly, to purchase up to an additional [ ] shares from the Company all or any part of Common Stock the Option Shares at the purchase price per share set forth in Schedule Bparagraph (a) above plus, less an amount per share equal with respect to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the each Underwriter purchasing Option Shares, any additional number of Option Shares which each Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments, which may be made in connection with the offering and distribution of the Initial Shares Shares, upon written notice by the Representative to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the Representative, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, Time (as hereinafter defineddefined in Section 2(a) below). If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 1 contract

Samples: Entertainment Properties Trust

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company, with respect to 3,150,000 of the Option Shares, hereby grants grant to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over‑allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative to the Fund Company and to the Attorneys‑in‑Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representative in each case to such adjustments manner as the Representative in its discretion shall make deem advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Custodian and the Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Custodian or the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 1 contract

Samples: Purchase Agreement (Infinity Pharmaceuticals, Inc.)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from part, and upon multiple exercises, at any time to time only for within 45 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date being herein referred to as an “Option Closing” and “Option Closing Date,” respectively; provided, however, that no Option Closing Date shall be earlier than the Initial Closing Date nor, unless otherwise agreed by the parties, earlier than the second business day after the date on which the option shall have been exercised. Each of delivery for the Initial Closing Date and the Option Shares (Closing Dates may be referred to as a “Date of DeliveryClosing Date) shall be determined by the Representative. Each Underwriter agrees, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion of the total number of Option Shares then being to be purchased which on such Option Closing Date as the number of Initial Firm Shares set forth in Schedule A I hereto opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of . No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated to purchase pursuant will be delivered by the Company to the provisions Representatives (allocated among the Representatives as requested by the Representatives) for the accounts of Section 10 hereofthe several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Northland Securities, Inc. at 100 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000, or such other location as may be mutually acceptable at 10:00 a.m., Eastern time, on such Option Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Connexa Sports Technologies Inc.)

Option Shares. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters Underwriters, severally and not jointly, to purchase purchase, in addition to the Initial Securities, up to an additional [ the amount of [o] shares of Common Stock Option Securities at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares. B. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares Securities upon notice by the Representative to the Fund Company setting forth the aggregate number of Option Shares Securities as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option SharesSecurities. Any such time and date of delivery for the Option Shares (a “Date of Delivery”"DATE OF DELIVERY") shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option SharesSecurities, then each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares Securities then being purchased which the number of Initial Shares Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial SharesSecurities, subject subject, in each case case, to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. If the option is exercised for a fractional portion, but not all, of the Option Securities, the Company will sell that portion of the total number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofSecurities.

Appears in 1 contract

Samples: Underwriting Agreement (James River Group, INC)

Option Shares. In addition, on the basis of the representations and warranties contained herein contained and subject to the terms and conditions herein set forthforth herein, the Fund Company hereby grants an option to the Underwriters Underwriters, severally and not jointly, to purchase up to an additional [ ] shares of 300,000 Common Stock Shares in the aggregate, at the price per share set forth in Schedule BSection 3(a) above, less an amount the per share equal to amount of any dividends dividend or distributions other distribution declared by the Fund and payable on Company, the Initial Shares but not payable on record date of which occurs during the Option Sharesperiod from the Closing Time through the Date of Delivery (as defined below) with respect thereto. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Firm Shares upon notice by the Representative to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (FIDUS INVESTMENT Corp)

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Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund hereby grants an option to the Underwriters to purchase up to an additional [ ] shares price per share of Common Stock at the price per share set forth in Schedule Bparagraph (a) above, less an amount per share equal to any dividends dividend or distributions distribution declared by the Fund Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company up to an additional [ ] shares of Common Stock. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative Representatives to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the RepresentativeRepresentatives, but shall not be later than seven three full business days (and shall not, without the consent of the Company, be earlier than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, Time (as hereinafter defineddefined below). If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 1 contract

Samples: Underwriting Agreement (Clipper Realty Inc.)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representative in each case to such adjustments manner as the Representative in its discretion shall make deems advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 1 contract

Samples: Purchase Agreement (Alphatec Holdings, Inc.)

Option Shares. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, shall have the Fund hereby grants an option to purchase, severally and not jointly, from the Underwriters to purchase up to an additional [ ] shares of Common Stock Company the Option Shares at the a price per share set forth in Schedule Bof $16.81, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option hereby granted will expire 45 days after to purchase Option Shares at any time in whole, or in part, on or before the thirtieth day following the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon Prospectus, by written notice by from the Representative Representatives to the Fund setting Company. Such notice shall set forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option is being exercised and the time, date and place time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of payment and delivery for such Option Shares. Any notice (unless such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor are postponed in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to accordance with the provisions of Section 10 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Management Agreement (Apollo Commercial Real Estate Finance, Inc.)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representative in each case to such adjustments manner as the Representative in its discretion shall make deems advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by Company to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 1 contract

Samples: Purchase Agreement (Digi International Inc)

Option Shares. In addition, on Upon the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forth, the Fund hereby grants Company agrees to sell to the respective Underwriters named in Schedule I hereto and the Underwriters have an option to purchase, severally and not jointly, from the Underwriters to purchase up to Company (the "Option") not more than an additional [ ] 150,000 shares of Common Stock (the "Option Shares") at the price Purchase Price minus, if an Option Closing Date (as defined in Section 3(c) hereof) with respect to the delivery and payment of any Option Shares occurs after the date fixed for the determination of stockholders entitled to receive the next dividend payable on shares of Common Stock, an amount equal to such dividend per share of such Option Shares, provided such Option Closing Date is after the Firm Closing Date (as defined in Section 3(b) hereof). Option Shares may be purchased as provided herein solely for the purpose of covering over-allotments made in connection with the public offering of the Firm Shares. If any Option Shares are to be purchased, each of the Underwriters agrees, severally and not jointly, to purchase the number of Option Shares that bears the same proportion to the total number of Option Shares to be purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule B, less an amount per share equal I hereto bears to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option total number of Firm Shares. The option hereby granted will expire 45 days after the date hereof and Option may be exercised exercised, in whole or in part from time to time only for time, within the purpose period of covering overallotments which may be made in connection with 30 days from the offering and distribution date hereof, by written notice from the Representatives, on behalf of the Initial Shares upon notice by the Representative Underwriters, to the Fund setting Company (the OPTION NOTICE). The Option Notice shall set forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option Option is being exercised and the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the of, and payment for, such Option Shares (a “Date of Delivery”pursuant to Section 3(c) hereof. As used herein, the term SECURITIES shall be determined by mean, collectively, the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Firm Shares and Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Philadelphia Suburban Corp)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters to purchase up to an additional [ ] shares of Common Stock at the purchase price per share set forth in Schedule Bparagraph (a), less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company, all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the Representative, but shall not be later than seven five full business days after the exercise of said such option, nor in any event prior to the Initial Closing Time, Time (as hereinafter defined). If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 1 contract

Samples: Underwriting Agreement (CapLease, Inc.)

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company and the Selling Stockholders hereby grants an option grant, severally and not jointly, to the Underwriters several Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, nontransferable options to purchase up to an additional [ ] shares the respective number of Common Stock Option Shares as set forth opposite the names of the Company and the Selling Stockholders in Schedule B hereto, all at the purchase price per share for the Firm Shares set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option SharesSection 3 hereof. The Such option hereby granted will expire 45 days after the date hereof and may be exercised by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part from time to time only for during the purpose period of covering overallotments thirty days after the date on which may be made in connection with the offering and distribution of the Initial Firm Shares upon notice by the Representative are initially offered to the Fund setting forth public, by giving written notice to the Company and the Selling Stockholders in accordance with Section 12 hereof. The number of Option Shares as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined purchased by the Representative, but shall not be later than seven full business days after each Underwriter upon the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If such option shall be the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Initial Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Initial Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. In the event such option is exercised for less than all of the Option Shares, subject the Option Shares to be purchased shall be purchased (i) first, from the Selling Stockholders on a pro rata basis, adjusted by the Representatives in each case such manner as to such adjustments as avoid fractional shares and, second, to the Representative in its discretion shall make to eliminate any sales or purchases of a fractional extent the aggregate number of Option Shares plus any additional number of for which such option has been exercised exceeds 466,666, from the Company. The certificates in negotiable form for the Option Shares which such Underwriter may become obligated to purchase be sold by the Selling Stockholders pursuant to the provisions exercise of the option granted by this Section 10 hereof7 have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Option Shares of such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If either Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Option Shares to be sold by such Selling Stockholder, such Option Shares shall, except as specifically provided herein or in the Custody Agreement, be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian shall have received notice of such death or other event. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in same-day funds or by wire transfer of same-day funds, payable to the order of the Company with regard to the Option Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of Selling Stockholders with regard to the Option Shares being purchased from the Selling Stockholders. Such delivery and payment shall take place at the offices of XxXxxxx Xxxx, A Professional Corporation, 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx, or at such other place as may be agreed upon among the Representatives, the Company and the Attorneys (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Selling Stockholders at least two full business days prior to the Closing Date, or (ii) on a date that shall not be later than the third full business day following the date the Company and the Selling Stockholders receive written notice of the exercise of such option, if such notice is received by the Company and the Selling Stockholders less than two full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location, including in New York City, as you may reasonably request for checking at least one full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Value America Inc /Va

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares of Common Stock at from the price per share set forth Company in Schedule BI hereto, less an amount per share equal to all or any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on part of the Option Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund Company and the Attorneys-in-Fact setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, (as hereinafter defineddefined below). If the option is exercised as to all or any portion of the Option Shares, the Company will sell, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 1 contract

Samples: Underwriting Agreement (ECC Capital CORP)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative Underwriters to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as to all or any portion of the Option Sharesshall have been exercised. Each Underwriter agrees, each of the Underwriters, acting severally and not jointly, will to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion of the total number of Option Shares then being to be purchased which on such Second Closing Date as the number of Initial Firm Shares set forth in Schedule A I hereto opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of . No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company at the offices of Lake Street Capital Markets, LLC, 900 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Limbach Holdings, Inc.)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representatives in each case to such adjustments manner as the Representative in its discretion shall make Representatives deem advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 1 contract

Samples: Purchase Agreement (Conns Inc)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company, with respect to the Option Shares, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor, unless otherwise agreed by the parties, earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representative in each case to such adjustments manner as the Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. Notwithstanding anything to the contrary in its discretion shall make this Agreement, the Company’s grant to eliminate any sales or purchases the Underwriters of a fractional the option to purchase the Option Shares is subject to the limitations on the number of shares of Common Stock that the Company is permitted to sell under Instruction I.B.6 of Form S-3. The Option Shares plus any additional number will be delivered by the Company to you for the accounts of Option Shares which such Underwriter may become obligated to the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company at the offices of Xxxxxxxxx & Company LLC, 00 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Diversified Restaurant Holdings, Inc.)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters several Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase up to an additional [ ] shares of Common Stock 375,000 Company Option Shares at the purchase price per share for the Firm Shares set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option SharesSection 3 hereof. The Such option hereby granted will expire 45 days after the date hereof and may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part from time to time only for during the purpose period of covering overallotments 30 days after the date on which may be made in connection with the offering and distribution of the Initial Firm Shares upon notice by the Representative are initially offered to the Fund setting forth public, by giving written notice to the Company. The number of Option Shares as to which be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased by the several Underwriters are then exercising pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds to the Company with regard to the Option Shares. Such delivery and payment shall take place at the Washington, D.C. office of Xxxxxx, Xxxxxx & Xxxxxxxxx (or at such other place as may be agreed upon among the Representatives and the timeCompany) (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date or (ii) on a later date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location, including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and place delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares. Any such time ) to the accuracy of and date of delivery for compliance with the Option Shares (a “Date of Delivery”) shall be determined by the Representativerepresentations, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion warranties and agreements of the Option SharesCompany herein, each to the accuracy of the Underwriters, acting severally and not jointly, will purchase that proportion statements of the total number Company and officers of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 10 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Appears in 1 contract

Samples: Workflow Management Inc

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters to purchase up to an additional [ ] shares of Common Stock at the purchase price per share set forth in paragraph (a), the Company hereby grants an option to purchase, in the number of shares of Common Stock set forth opposite its name in Schedule BI hereto, less an amount per share equal to the Underwriters, acting severally and not jointly, in the respective numbers of shares of Common Stock set forth opposite the names of the Underwriters in Schedule II hereto, plus any dividends or distributions declared by additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the Fund and payable on the Initial Shares but not payable on the Option Sharesprovisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative Representatives to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the RepresentativeRepresentatives, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I opposite the name of the Company bears to the total number of Initial Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares plus any additional number of Option Shares which after the initial public offering to such Underwriter extent as the Underwriters may become obligated to purchase pursuant to the provisions of Section 10 hereofdetermine.

Appears in 1 contract

Samples: Underwriting Agreement (Netcreations Inc)

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters several Underwriters, for the purpose of covering over- allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase up to an additional [ ] shares aggregate of Common Stock 600,000 Option Shares at the purchase price per share for the Firm Shares set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option SharesSection 3 hereof. The Such option hereby granted will expire 45 days after the date hereof and may be exercised by the Underwriter on one (1) occasion in whole or in part from time to time only for during the purpose period of covering overallotments thirty (30) days after the date on which may be made in connection with the offering and distribution of the Initial Firm Shares upon notice by the Representative are initially offered to the Fund setting forth public, by giving written notice to the number Company. Delivery of Option Shares as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery definitive certificates for the Option Shares (a “Date to be purchased by the several Underwriters pursuant to the exercise of Delivery”) the option granted by this Section 7 shall be determined made against payment of the purchase price therefor by the RepresentativeUnderwriter by wire transfer of immediately available funds. Such delivery and payment shall take place at the offices of Xxxx and Xxxx LLP, but 0000 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 or at such other place as may be agreed upon among the Underwriter and the Company (i) on the Closing Time, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Time, or (ii) on a date which shall not be later than seven the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days after the exercise of said option, nor in any event prior to the Closing Time. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as hereinafter definedyou may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the option is exercised as to all or any portion Underwriter so elects, delivery of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears may be made by credit through full fast transfer to the total number of Initial Shares, subject in each case to such adjustments as accounts at The Depository Trust Company designated by the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Ps Business Parks Inc/Ca)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Selling Stockholder hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative Underwriters to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of being herein referred to as the “Second Closing” and “Second Closing Date,” respectively, and each such time and date for delivery for the Option Shares (including any First Closing Date or Second Closing Date) is herein called a “Closing Date”; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as to all or any portion of the Option Sharesshall have been exercised. Each Underwriter agrees, each of the Underwriters, acting severally and not jointly, will to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion of the total number of Option Shares then being to be purchased which on such Second Closing Date as the number of Initial Firm Shares set forth in Schedule A I hereto opposite the name of such Underwriter bears to the total number of Initial Firm Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of . No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Selling Stockholder to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Selling Stockholder at the offices of Canaccord Genuity LLC, 00 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or such other location as may be mutually acceptable at 10:00 a.m., Eastern time, on the Second Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Lantronix Inc)

Option Shares. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, shall have the Fund hereby grants an option to purchase, severally and not jointly, from the Underwriters to purchase up to an additional [ ] shares of Common Stock Company the Option Shares at the a price per share set forth in Schedule Bof $16.82, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option hereby granted will expire 45 days after to purchase Option Shares at any time in whole, or in part, on or before the thirtieth day following the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon Prospectus, by written notice by from the Representative Representatives to the Fund setting Company. Such notice shall set forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option is being exercised and the time, date and place time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of payment and delivery for such Option Shares. Any notice (unless such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor are postponed in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to accordance with the provisions of Section 10 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company, all or any part of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative Representatives to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the RepresentativeRepresentatives, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which as the number of Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 1 contract

Samples: Underwriting Agreement (Century Communities, Inc.)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters Underwriters, severally and not jointly, to purchase up to an from the Company all or any part of the Option Shares (which Option Shares shall not include any additional [ ] shares of Common Stock to be sold to the entities set forth on Schedule II), at the a purchase price per share set forth in Schedule Bof $______, less an amount per share equal plus any additional number of Option Shares which such Underwriter may become obligated to any dividends or distributions declared by purchase pursuant to the Fund and payable on the Initial Shares but not payable on the Option Sharesprovisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments, which may be made in connection with the offering and distribution of the Initial Shares Shares, upon written notice by the Representative FBR to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the RepresentativeFBR, but shall not be later than seven three full business days (nor earlier, without the consent of the Company, than two full business days) after the exercise of said optionoption (and the delivery of such notice), nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative FBR, in its sole discretion shall make to eliminate any sales or purchases of a fractional shares. At each Date of Delivery for the Option Shares, upon the basis of the warranties and representations and other terms and conditions herein set forth, the Company agrees to sell to FBR and FBR severally agrees to purchase up to 48,618 shares of Common Stock from the Company (the "FBR Option Shares"), at the purchase price per share of $_____. The number of FBR Option Shares to be purchased by FBR at any such Date of Delivery shall be that proportion of the FBR Option Shares which the number of Option Shares plus any additional being purchased at such Date of Delivery bears to the total number of Option Shares. FBR agrees that it will not (i ) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option for the sale of , or otherwise dispose of or transfer directly or indirectly, any of the FBR Option Shares which or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the FBR Option Shares, whether any such Underwriter may become obligated swap or transaction described in clause (i) or (ii) above is to purchase pursuant to be settled by delivery of the provisions FBR Option Shares or such other securities, in cash or otherwise, for a period of Section 10 hereofone year from the applicable Delivery Date.

Appears in 1 contract

Samples: Chastain Capital Corp

Option Shares. In addition, on Upon the basis of the representations and warranties herein contained and subject to the other terms and conditions herein set forth, the Fund Company hereby grants an option to FBR to (i) purchase from the Underwriters to purchase Company, as initial purchaser, up to an additional [ ] shares aggregate of Common Stock 6,150,000 Option Shares (less the number of any Placed Option Shares) at the price 144A/Regulation S Purchase Price per share set forth in Schedule Bparagraph (a) above (the "Purchased Option Shares") and (ii) place, less an amount as exclusive placement agent for the Company, up to that number of Option Shares remaining, after subtracting any Purchased Option Shares with respect to which FBR has exercised its option pursuant to clause (i), at the Regulation D Purchase Price per share equal to any dividends or distributions declared by set forth in paragraph (b) above (the Fund and payable on the Initial Shares but not payable on the "Placed Option Shares"). The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time in one or more installments only for the purpose of covering overallotments additional allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representative FBR to the Fund Company setting forth (i) the number of Option Shares as to which the several Underwriters are FBR is then exercising the option option, (ii) the names and denominations in which the certificates for the Option Shares exercised are to be registered or to which the Option Shares are to be delivered in book-entry form through the facilities of the Depository Trust Company (the "DTC"), (iii) the number of Option Shares that are to be Purchased Option Shares and the timenumber of Option Shares that will be Placed Option Shares, and (iv) the time and date and place of payment for and delivery for of such Option Shares, whether in certificated or book-entry form. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the RepresentativeFBR, but shall not be later than seven (7) full business days nor earlier than three (3) full business days after the exercise of said option, nor in any event prior to the Closing TimeTime (as defined, as hereinafter defined. If below), unless otherwise agreed in writing by FBR and the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofCompany.

Appears in 1 contract

Samples: Fieldstone Investment Corp

Option Shares. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters to purchase up to an additional [ ] __________ shares of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative Representatives to the Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the RepresentativeRepresentatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative Merrill Lynch in its discretion shall make to eliminate any sales or purchases of ox xxxxxaxxx xf a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Appears in 1 contract

Samples: Purchase Agreement (Corporate High Yield Vi)

Option Shares. In addition, on Upon the basis of the representations and warranties herein contained and subject to the other terms and conditions herein set forth, the Fund Company hereby grants an option to FBR to (i) purchase from the Underwriters to purchase Company, as initial purchaser, up to an additional [ ] shares aggregate of Common Stock 6,750,000 Option Shares at the price 144A/Regulation S Purchase Price per share set forth in Schedule B(the “Purchased Option Shares”); and (ii) place, less an amount as exclusive placement agent for the Company, up to that number of Option Shares remaining, after subtracting any Purchased Option Shares with respect to which FBR has exercised its option pursuant to clause (i), at the Regulation D Purchase Price per share equal to any dividends or distributions declared by (the Fund and payable on the Initial Shares but not payable on the “Placed Option Shares”). The option granted hereby granted will expire 45 thirty (30) days after the date hereof and may be exercised in whole or in part from time to time in one or more installments, including at the Closing Time, only for the purpose of covering overallotments additional allotments which may be made in connection with the offering and distribution of the Initial Shares upon written notice by the Representative FBR to the Fund Company setting forth (i) the number of Option Shares as to which the several Underwriters are FBR is then exercising the option option, (ii) the names and denominations to which the Option Shares are to be delivered in book-entry form through the facilities of The Depository Trust Company (“DTC”), (iii) the number of Option Shares that will be Purchased Option Shares and the timenumber of Option Shares that will be Placed Option Shares, and (iv) the time and date and place of payment for and delivery for of such Option SharesShares in book-entry form. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the RepresentativeFBR, but shall not be later than seven five (5) full business days nor earlier than one (1) full business day after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If unless otherwise agreed in writing by FBR and the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofCompany.

Appears in 1 contract

Samples: Placement Agreement (Maiden Holdings, Ltd.)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the Underwriters to purchase up to an additional [ ] shares of Common Stock Option Shares at the same purchase price per share as the Firm Shares set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option SharesSection 3(a). The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Fund Company (with a courtesy copy to its counsel at Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter, if any, shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representatives in each case to such adjustments manner as the Representative in its discretion shall make Representatives deem advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Del Frisco's Restaurant Group, Inc.)

Option Shares. In addition, on upon the basis of the representations and warranties herein contained and subject to the other terms and conditions and agreements herein set forth, at the Fund purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company, all or any part of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering overallotments which over-allotments that may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative Representatives to the Fund Company, setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the RepresentativeRepresentatives, but shall not be later than seven five full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant cancellation to the provisions of Section 10 hereofCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Telos Corp)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company, all or any part of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative Representatives to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the RepresentativeRepresentatives, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that number of shares equal to the proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 8 hereof, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Orion Marine Group Inc)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company, all or any part of Common Stock at the price per share Option Shares set forth in Schedule BI opposite such party’s name, less an amount per share equal plus any additional number of Option Shares which such Underwriter may become obligated to any dividends or distributions declared by purchase pursuant to the Fund and payable on the Initial Shares but not payable on the Option Sharesprovisions of Section 9 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the Representative, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase the number of Option Shares that bears the same proportion of to the total number of Option Shares then being purchased which as the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 1 contract

Samples: Nordic Realty Trust, Inc.

Option Shares. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, shall have the Fund hereby grants an option to purchase, severally and not jointly, from the Underwriters to purchase up to an additional [ ] shares of Common Stock Company the Option Shares at the a price per share set forth in Schedule Bof $17.77, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option hereby granted will expire 45 days after to purchase Option Shares at any time in whole, or in part, on or before the thirtieth day following the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon Prospectus, by written notice by from the Representative Representatives to the Fund setting Company. Such notice shall set forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option is being exercised and the time, date and place time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of payment and delivery for such Option Shares. Any notice (unless such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor are postponed in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to accordance with the provisions of Section 10 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Management Agreement (Apollo Commercial Real Estate Finance, Inc.)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund [ — ] hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative to the Fund Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representative in each case to such adjustments manner as the Representative in its discretion shall make deems advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by [ — ] to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereof[ — ] at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 1 contract

Samples: Purchase Agreement (Gordmans Stores, Inc.)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company all or any part of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the Representative, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that number of shares equal to the proportion of that the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof8, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Atlantic Coast Financial CORP)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Underwriters to purchase up to an additional [ ] shares of Common Stock Option Shares at the same purchase price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by as the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date being herein referred to as a “Second Closing” and each “Second Closing Date”, respectively; provided, however, that a Second Closing Date shall not be, earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of delivery for the Option Shares (a “Date of Delivery”) to be purchased by each Underwriter shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representative in each case to such adjustments manner as the Representative in its discretion shall make deem advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated to purchase pursuant will be delivered by the Custodian and the Company, as appropriate, to the provisions Representatives for the accounts of Section 10 hereofthe several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Custodian or the Company, as appropriate, at the offices of Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Eiger BioPharmaceuticals, Inc.)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters to purchase up to an additional [ ] shares in the sale and distribution of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor, unless otherwise agreed by the parties, earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representative in each case to such adjustments manner as the Representative in its discretion shall make deems advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company at the offices of Xxxxx-Xxxxxx Capital Group LLC, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (DiaMedica Therapeutics Inc.)

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company and the Selling Shareholders hereby grants an option grant to the Underwriters several Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase up to an additional [ ] shares aggregate of Common Stock 325,500 Option Shares at the purchase price per share for the Firm Shares set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option SharesSection 3 hereof. The Such option hereby granted will expire 45 days after the date hereof and may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part from time to time only for during the purpose period of covering overallotments thirty (30) days after the date on which may be made in connection with the offering and distribution of the Initial Firm Shares upon notice by the Representative are initially offered to the Fund setting forth public, by giving written notice to the Company. The number of Option Shares as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined purchased by the Representative, but shall not be later than seven full business days after each Underwriter upon the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If such option shall be the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Initial Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Initial SharesFirm Shares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to such adjustments as avoid fractional shares. Delivery of definitive certificates for the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase be purchased by the several Underwriters pursuant to the provisions exercise of the option granted by this Section 10 hereof7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company or the Selling Shareholders, as the case may be (and the Company or the Selling Shareholders, as the case may be, agree not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company or the Selling Shareholders, as the case may be, shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Dykexx Xxxsxxx XXXC, Suite 100, 315 Xxxx Xxxxxxxxxx Xxxxxxx, Xxx Xxxxx, Xxxxxxxx 00000-0000, xx at such other place as may be agreed upon among the Representatives and the Company or the Selling Shareholders, as the case may be, (i) on the Closing Date, if written notice of the exercise of such option is received by the Company or the Selling Shareholders, as the case may be, at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company or the Selling Shareholders, as the case may be, receive written notice of the exercise of such option, if such notice is received by the Company or the Selling Shareholders, as the case may be, less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Comshare Inc

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company and the Selling Stockholders hereby grants an option grant, severally and not jointly, to the Underwriters several Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, nontransferable options to purchase up to an additional [ ] shares the respective number of Common Stock Option Shares as set forth opposite the names of the Company and the Selling Stockholders in Schedule B hereto, all at the purchase price per share for the Firm Shares set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option SharesSection 3. The Such option hereby granted will expire 45 days after the date hereof and may be exercised by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part from time to time only for during the purpose period of covering overallotments thirty days after the date on which may be made in connection with the offering and distribution of the Initial Firm Shares upon notice by the Representative are initially offered to the Fund setting forth public, by giving written notice to the Company and the Selling Stockholders in accordance with Section 12. The number of Option Shares as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined purchased by the Representative, but shall not be later than seven full business days after each Underwriter upon the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined. If such option shall be the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Initial Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Initial Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. In the event such option is exercised for less than all of the Option Shares, subject in each case the Option Shares to such adjustments as be purchased shall be purchased pro rata (based on the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number numbers of Option Shares plus any additional number set forth in Schedule B hereto) from the Company and each of the Selling Stockholders named in Schedule B hereto, adjusted by the Representatives in such manner as to avoid fractional shares. The certificates in negotiable form for Option Shares which such Underwriter may become obligated to purchase be purchased from the Selling Stockholders pursuant to the provisions exercise of the option granted by this Section 10 hereof7 have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Option Shares to be sold by such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Option Shares to be sold by such Selling Stockholder, such Option Shares shall, except as specifically provided herein or in the Custody Agreement, be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian shall have received notice of such death or other event. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in same-day funds or by wire transfer of same-day funds, payable to the order of the Company with regard to the Option Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of Option Stockholders with regard to the Option Shares being purchased from the Option Stockholders. Such delivery and payment shall take place at the offices of Xxxxxxx, Xxxxxxxx & Xxxxxxxxxx, L.L.P., 0000 Xxxxx Xxxxxx, Suite 3000, Dallas, Texas 75201 or at such other place as may be agreed upon among the Representatives, the Company and the Attorneys (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Selling Stockholders at least two full business days prior to the Closing Date, or (ii) on a date that shall not be later than the third full business day following the date the Company and the Selling Stockholders receive written notice of the exercise of such option, if such notice is received by the Company and the Selling Stockholders less than two full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location, including in New York City, as you may reasonably request for checking at least one full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Netsolve Inc)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share of Common Stock set forth in Section 1(a) hereof, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company all or any part of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option SharesShares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering overallotments over allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the Representative, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 8 hereof, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares. The “Last Option Closing Date” means the earlier of (1) three full business days after the date that is 30 days after the date hereof or (2) the date on which an Option Closing Time occurs at which the Underwriters purchase from the Company that number of Option Shares that, when added to the total number of Option Shares previously purchased by the Underwriters at all Option Closing Times occurring prior to such date, equals the total number of Option Shares set forth in the first paragraph of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Patriot Risk Management, Inc.)

Option Shares. In addition, on upon the basis of the representations and warranties herein contained and subject to the other terms and conditions and agreements herein set forth, at the Fund purchase price per Ordinary Share set forth in paragraph (a) above less an amount equal to any dividend or distribution payable on Initial Shares that is not also payable on the Option Shares, the Company hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase up to an additional [ ] shares from the Company, all or any part of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund Company, which may be given at any time within 30 days from the date of the Prospectus, setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the (an “Option Shares (a “Date of DeliveryClosing Time”) shall be determined by the Representative, but shall not be later than seven five full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional number shares. The Representative may cancel the option at any time prior to its expiration by giving written notice of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant cancellation to the provisions of Section 10 hereofCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Lilium N.V.)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters each Underwriter, severally and not jointly, to purchase up to an additional [ ] shares from the Company all or any part of Common Stock the Option Shares at the purchase price per share set forth in Schedule Bparagraph (a) above plus, less an amount per share equal with respect to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the each Underwriter purchasing Option Shares, any additional number of Option Shares which each Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments, which may be made in connection with the offering and distribution of the Initial Shares Shares, upon written notice by the Representative Representatives to the Fund Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the RepresentativeRepresentatives, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, Time (as hereinafter defineddefined in Section 2(a) below). If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 1 contract

Samples: America First Mortgage Investments Inc

Option Shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In additionthe event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Hale xxx Dorr XXX, 60 Sxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, xx at such other place as may be agreed upon among the Representatives and the Company (i) on the basis Closing Date, if written notice of the representations and warranties herein contained and subject exercise of such option is received by the Company at least two (2) full business days prior to the terms and conditions herein set forthClosing Date, or (ii) on a date which shall not be later than the Fund hereby grants an option third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Underwriters to purchase up to an additional [ ] shares of Common Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on Closing Date. The certificates for the Option Shares. The option hereby granted Shares to be so delivered will expire 45 days after be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date hereof of payment and delivery and will be in such names and denominations as you may request, such request to be exercised in whole or in part from time made at least two (2) full business days prior to time only for such date of payment and delivery. If the purpose Representatives so elect, delivery of covering overallotments which the Option Shares may be made in connection with by credit through full fast transfer to the offering accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and distribution not as the Representatives of the Initial Shares upon notice several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by the Representative you prior to the Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for the Option Shares to be purchased by such Option SharesUnderwriter or Underwriters. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined payment by the Representative, but you shall not be later than seven full business days after the exercise of said option, nor in relieve any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number or Underwriters of Initial Shares, subject in each case to such adjustments as the Representative in any of its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereoftheir obligations hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Penwest Pharmaceuticals Co)

Option Shares. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price per share set forth in subsection (a) above, the Company and each Selling Stockholder hereby grants an option to the Underwriters Underwriters, acting severally and not jointly, to purchase from the Company and each Selling Stockholder, all or any part of the Option Shares up to an additional [ ] shares the number of Common Stock at the price per share Option Shares set forth in Schedule BI opposite the Company’s name and each Selling Stockholder’s name, less an amount per share equal as applicable, plus any additional number of Option Shares that such Underwriter may become obligated to any dividends or distributions declared by purchase pursuant to the Fund and payable on the Initial Shares but not payable on the Option Sharesprovisions of Section 8 hereof. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part part, from time to time and on one or more occasions, only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund Company and the Attorneys-in-Fact setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, time and date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company and each Selling Stockholder will sell that proportion of the total number of Option Shares then being purchased which the number of Option Shares set forth in Schedule I opposite the name of the Company or such Selling Stockholder bears to the total number of Option Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased purchased, which the number of Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Appears in 1 contract

Samples: Underwriting Agreement (Perficient Inc)

Option Shares. In additionorder to induce Parent and Merger Sub to enter into the Merger Agreement, each Stockholder hereby grants to Merger Sub an irrevocable option (the "Stock Option") to purchase the number of Shares set forth opposite each Stockholder's name on Exhibit A hereto (the basis "Option Shares") at a purchase price per share equal to $29.50. If (a) the Company shall become obligated, pursuant to Section 7.2(b) of the representations Merger Agreement by reason of termination of the Merger Agreement pursuant to any of Section 7.1(c), 7.1(d) or 7.1(h), to pay the Termination Fee, (b) the Offer is consummated but (due to failure by any Stockholder to validly tender and warranties herein contained and subject to not withdraw) Merger Sub has not accepted for payment or paid for the terms and conditions herein aggregate number of Shares set forth, the Fund hereby grants an option to the Underwriters to purchase up to an additional [ ] shares of Common Stock at forth opposite such Stockholder's name on EXHIBIT A hereto (in which case the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Shares but not payable on the Option Shares. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares will be equal to the highest price paid in the Offer) or (a “Date c) the Merger Agreement is terminated in accordance with its terms for reasons other than the failure of Delivery”Parent or Merger Sub to fulfill any obligation under the Merger Agreement, the Stock Option (i) shall be determined by become exercisable, in whole but not in part, on the Representativedate on which the first event referred to in this sentence shall occur or, but if later, the date on which (x) all waiting periods under the HSR Act or similar German Law required for the purchase of the Option Shares upon such exercise shall have expired or been waived and (y) there shall not be later than seven full business days after in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of said optionthe Stock Option pursuant to this Agreement, nor in any and (ii) shall remain exercisable until the date which is 30 days following the first such date on which the Stock Option becomes exercisable pursuant to clause (i) of this sentence. In the event that Parent wishes to exercise the Stock Option, Parent, prior to Closing Timethe expiration thereof, as hereinafter defined. If shall send a written notice (the option is exercised as "Notice") to all or any portion of each Stockholder identifying the Option Shares, each of place for the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name closing of such Underwriter bears to the total number of Initial Shares, subject in each case purchase at least three business days prior to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofclosing.

Appears in 1 contract

Samples: Stockholders Agreement (Trans World Airlines Inc /New/)

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the Underwriters to purchase up to an additional [ ] shares of Common Stock Option Shares at the same purchase price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by as the Fund and payable on the Initial Shares but not payable on the Option Firm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Fund Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, date and place of payment and delivery for such as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery for being herein referred to as the Option Shares (a Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representative, but shall not be later earlier than seven full the First Closing Date nor earlier than the second business days day after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defineddate on which the option shall have been exercised. If the option is exercised as exercised, the number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Initial Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Initial SharesFirm Shares to be purchased by the several Underwriters, subject as adjusted by the Representatives in each case to such adjustments manner as the Representative in its discretion shall make Representatives deem advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Appears in 1 contract

Samples: Purchase Agreement (Apollo Endosurgery, Inc.)

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