Common use of Option Shares Clause in Contracts

Option Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the 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. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 days after the date of the Prospectus (as defined below) upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option and the date and time, as determined by the Representative, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) or later than the tenth Business Day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the Underwriters, as adjusted by the Representative in such 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.

Appears in 13 contracts

Samples: Underwriting Agreement (UTime LTD), Underwriting Agreement (Oriental Culture Holding LTD), Underwriting Agreement (Oriental Culture Holding LTD)

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Option Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the 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. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 days after the date of the Prospectus (as defined below) upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option and the date and time, as determined by the Representative, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) or later than the tenth Business Day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the Underwriters, as adjusted by the Representative in such 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.

Appears in 9 contracts

Samples: Underwriting Agreement (Junee LTD), Underwriting Agreement (Datasea Inc.), Underwriting Agreement (Datasea Inc.)

Option Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchaseoption, severally and not jointly, to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 days after the date of the Prospectus (as defined below) upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option and the date and time, as determined by the Representative, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) or later than the tenth Business Day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the Underwriters, as adjusted by the Representative in such 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.

Appears in 6 contracts

Samples: Underwriting Agreement (CDT Environmental Technology Investment Holdings LTD), Underwriting Agreement (Li Bang International Corp Inc.), Agreement (CDT Environmental Technology Investment Holdings LTD)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 5 contracts

Samples: Underwriting Agreement (Celcuity Inc.), Underwriting Agreement (ENDRA Life Sciences Inc.), Underwriting Agreement (Celcuity LLC)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to the aggregate number of Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 4 contracts

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

Option Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the 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. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 days after the date of the Prospectus (as defined below) upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option and the date and time, as determined by the Representative, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the Underwriters, as adjusted by the Representative in such 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.

Appears in 3 contracts

Samples: Underwriting Agreement (HiTek Global Inc.), Underwriting Agreement (HiTek Global Inc.), Underwriting Agreement (HiTek Global Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than onceonly one time) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day fifth business day after the date on which the option shall have been exercised. The If the option is exercised, the number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 3 contracts

Samples: Underwriting Agreement (OptimizeRx Corp), Underwriting Agreement (Usa Technologies Inc), Underwriting Agreement (Usa Technologies Inc)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 3 contracts

Samples: Underwriting Agreement (Fresh Vine Wine, Inc.), Underwriting Agreement (Fresh Grapes, LLC), Purchase Agreement (Principal Solar, Inc.)

Option Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the 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. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 days after the date of the Prospectus (as defined below) upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option and the date and time, as determined by the Representative, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) or later than the tenth Business Day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the Underwriters, as adjusted by the Representative in such 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.

Appears in 3 contracts

Samples: Underwriting Agreement (SolarMax Technology, Inc.), Underwriting Agreement (SolarMax Technology, Inc.), Underwriting Agreement (SolarMax Technology, Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) and from time to time within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor (unless otherwise agreed by you and the Company) earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 2 contracts

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

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company, on a pro rata basis up to an aggregate of [—] Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 2 contracts

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

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to [●] of the Option Shares, hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such manner as the Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless all of the Firm Shares previously 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. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to the Option Shares, hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 2 contracts

Samples: Common Stock (Tactile Systems Technology Inc), Purchase Agreement (CoLucid Pharmaceuticals, Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 2 contracts

Samples: Underwriting Agreement (Orthopediatrics Corp), Purchase Agreement (Eagle Pharmaceuticals, Inc.)

Option Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchaseoption, severally and not jointly, to purchase all or any portion of the Option Shares at the same purchase price as the Firm SharesPer Share Purchase Price. The option granted hereunder may be exercised in whole or in part from time to time and at any time (but not more than once) within 45 days after the date closing of the Prospectus this Offering (as defined below) upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option and the date and time, as determined by the Representative, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) or later than the tenth Business Day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the Underwriters as shall be the same percentage of the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the UnderwritersShares, as adjusted by the Representative in such 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.

Appears in 2 contracts

Samples: Underwriting Agreement (Lobo Ev Technologies LTD), Underwriting Agreement (Lobo Ev Technologies LTD)

Option Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchaseoption, severally and not jointly, to purchase all or any portion of the Option Shares at the same purchase price as the Firm SharesPer Share Purchase Price. The option granted hereunder may be exercised in whole or in part from time to time and at any time (but not more than once) within 45 days after the date closing of the Prospectus this offering (as defined below) upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option and the date and time, as determined by the Representative, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) or later than the tenth Business Day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the Underwriters, as adjusted by the Representative in such 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.

Appears in 2 contracts

Samples: Indemnification Escrow Agreement (Prime Skyline LTD), Underwriting Agreement (Prime Skyline LTD)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any portion of the Option Shares at the same purchase price as the Firm SharesPurchase Price. The option granted hereunder may be exercised in whole or in part upon written notice by the Representatives to the Company at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) upon notice (confirmed in writing) by the Representative to the Company this Agreement setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 2 contracts

Samples: Underwriting Agreement (Spring Bank Pharmaceuticals, Inc.), Underwriting Agreement (Spring Bank Pharmaceuticals, Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 2 contracts

Samples: Purchase Agreement (ElectroCore, LLC), Purchase Agreement (ElectroCore, LLC)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor (unless otherwise agreed by you and the Company) earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 2 contracts

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

Option Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchaseoption, severally and not jointly, to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part from time to time and at any time within forty-five (but not more than once45) within 45 days after the date of the Prospectus (as defined below) upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option and the date and time, as determined by the Representative, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) or later than the tenth Business Day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the Underwriters, as adjusted by the Representative in such 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.

Appears in 2 contracts

Samples: Underwriting Agreement (J-Star Holding Co., Ltd.), Underwriting Agreement (J-Star Holding Co., Ltd.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than onceonly one time) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day fifth business day after the date on which the option shall have been exercised. The If the option is exercised, the number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 2 contracts

Samples: Underwriting Agreement (OptimizeRx Corp), Underwriting Agreement (WPP PLC)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 1 contract

Samples: Purchase Agreement (Neuronetics, Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) and from time to time within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor (unless otherwise agreed by you and the Company) earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 1 contract

Samples: Underwriting Agreement (PLBY Group, Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to [·] Option Shares, hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The If the option is exercised, the number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 1 contract

Samples: Underwriting Agreement (Aziyo Biologics, Inc.)

Option Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to subscribe for and purchase, severally and not jointly, all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 days after the date of the Prospectus (as defined below) upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option and the date and time, as determined by the Representative, when the Option Shares are to be deliveredissued, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be subscribed for and purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be subscribed for and purchased by the Underwriters as the number of Firm Shares to be subscribed for and purchased by such Underwriter is of the total number of Firm Shares to be subscribed for and purchased by the Underwriters, as adjusted by the Representative in such manner as the Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered issued unless the Firm Shares previously have been, or simultaneously are, sold and deliveredissued.

Appears in 1 contract

Samples: Underwriting Agreement (HiTek Global Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to [ Ÿ ] of the Option Shares, hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) writing by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 1 contract

Samples: Underwriting Agreement (vTv Therapeutics Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any portion of the Option Shares at the same purchase price as the Firm SharesPurchase Price. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 days after the date of the Prospectus (as defined below) upon written notice (confirmed in writing) by the Representative to the Company at any time within 30 days after the effective date of this Agreement setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Spring Bank Pharmaceuticals, Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters Underwriter an option to purchase, severally and not jointly, purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Underwriter to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are 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, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event 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 earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the Underwriters, as adjusted by the Representative in such 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. The Option Shares will be delivered by the Custodian and the Company, as appropriate, to you for the account of the Underwriter 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 BTIG, LLC, 000 Xxxxxxxxxx Xx, 6th Floor, San Francisco, California, or such other location as may be mutually acceptable at 9:00 a.m., Pacific time, on the Second Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Endologix Inc /De/)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to the Option Shares, hereby grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 1 contract

Samples: Purchase Agreement (CoLucid Pharmaceuticals, Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 1 contract

Samples: Purchase Agreement (Liqtech International Inc)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 1 contract

Samples: Purchase Agreement (Neuronetics, Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to 750,000 Option Shares, hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 1 contract

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

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 1 contract

Samples: Underwriting Agreement (Miromatrix Medical Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Xxxxx Xxxxxxx to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Xxxxx Xxxxxxx in such manner as the Representative Xxxxx Xxxxxxx 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.

Appears in 1 contract

Samples: Purchase Agreement (LDR Holding Corp)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor (unless otherwise agreed by you and the Company) earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 1 contract

Samples: Underwriting Agreement (Direct Digital Holdings, Inc.)

Option Shares. On In addition, on the basis of the representations representations, warranties and warranties agreements herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants a one-time option to the several Underwriters Underwriter to purchase up to an option to purchase, severally and not jointly, all or any portion of the additional 2,250,314 Option Shares at the same price per Share set forth in the paragraph above. In the event and to the extent that the Underwriter shall exercise the election to purchase Option Shares as provided above, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the price per Share set forth in the paragraph above, that portion of the number of Option Shares as the Firm Sharesto which such election shall have been exercised. The option hereby granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 will expire 30 days after the date hereof and may be exercised solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Prospectus (as defined below) Firm Shares upon written, including by email, notice (confirmed in writing) by the Representative Underwriter to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are Underwriter is then exercising the option and the time and date of payment and time, as delivery for such Option Shares. Such time and date of delivery (the "Date of Delivery") shall be determined by the RepresentativeUnderwriter, when 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, unless otherwise agreed upon by the Underwriter and the Company. If the option is exercised as to all or any portion of the Option Shares are to be deliveredShares, but in no event earlier than the First Closing Date (as defined below) nor earlier than Underwriter will purchase the second Business Day (as defined below) or later than the tenth Business Day after the date on which the option shall have been exercised. The number entire aggregate principal amount of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the Underwriters, as adjusted by the Representative in such 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 deliveredthen being purchased.

Appears in 1 contract

Samples: Underwriting Agreement (Amr Corp)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to [ ● ] of the Option Shares hereby grants grant to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 1 contract

Samples: Purchase Agreement (Valeritas Holdings Inc.)

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Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representative, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by If the option is exercised, each Underwriter shall be obligated to purchase from the Company the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 1 contract

Samples: Purchase Agreement (CareDx, Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any portion of the Option Shares at the same purchase price price(s) 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 option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor (unless otherwise agreed by you and the Company) earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 1 contract

Samples: Underwriting Agreement (Anebulo Pharmaceuticals, Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representative, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 1 contract

Samples: Purchase Agreement (Histogenics Corp)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor (unless otherwise agreed by you and the Company) earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 1 contract

Samples: Underwriting Agreement (Motorsport Gaming Us LLC)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to [●] Option Shares, hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The If the option is exercised, the number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 1 contract

Samples: Purchase Agreement (Progenity, Inc.)

Option Shares. On In addition, on the basis of the representations and warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchasethe Representatives, severally and not jointly, all or any portion to purchase up to an additional 225,000 shares of the Option Shares Series C Preferred Stock at the same purchase price as the Firm Sharesper share set forth in paragraph (a) above. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 45 days after to time only for the date purpose of covering over-allotments which may be made in connection with the offering and distribution of the Prospectus (as defined below) Firm Shares upon notice (confirmed in writing) by the Representative FBW to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are then exercising the option and the time and date of payment and timedelivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by FBW, 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 determined by hereinafter defined. If the Representative, when option is exercised as to all or any portion of the Option Shares are to be deliveredShares, but in no event earlier than each of the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) or later than the tenth Business Day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares to be then being purchased by the Underwriters as which the number of Firm Shares to be purchased by set forth in SCHEDULE A opposite the name of such Underwriter is of bears to the total number of Firm Shares Shares, subject in each case to be purchased by the Underwriters, as adjusted by the Representative in such manner adjustments as the Representative deems advisable Representatives in their discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (Capital Crossing Preferred Corp)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 1 contract

Samples: Underwriting Agreement (Abacus Life, Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to [ 🌑 ] Option Shares, hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The If the option is exercised, the number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 1 contract

Samples: Purchase Agreement (Progenity, Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to [ — ] of the Option Shares hereby grants grant to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 1 contract

Samples: Purchase Agreement (Valeritas Inc)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to [●] Option Shares, hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 1 contract

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

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to 352,500 Option Shares, hereby grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The If the option is exercised, the number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 1 contract

Samples: Underwriting Agreement (Aziyo Biologics, Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to [ — ] of the Option Shares hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day business day (unless such date is the same date as defined belowthe First Closing Date) or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 1 contract

Samples: Purchase Agreement (Argos Therapeutics Inc)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than onceonly one time) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day fifth business day after the date on which the option shall have been exercised. The If the option is exercised, the number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative Representatives 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.

Appears in 1 contract

Samples: Underwriting Agreement (OptimizeRx Corp)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Shareholder hereby grants grant to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company and the Selling Shareholder setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 1 contract

Samples: Purchase Agreement (AgEagle Aerial Systems Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor (unless otherwise agreed by you and the Company) earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative Representatives 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.

Appears in 1 contract

Samples: Underwriting Agreement (Super League Gaming, Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 1 contract

Samples: Underwriting Agreement (CUI Global, Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of [ — ] Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 1 contract

Samples: Underwriting Agreement (Gelesis Inc)

Option Shares. On In addition, on the basis of the representations and warranties herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchasethe Underwriters, severally and not jointly, all or any portion of the to purchase up to an additional 1,050,000 Option Shares in the aggregate at the same purchase price as the Firm Shares. per share set forth in Schedule B. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) within 45 days after to time only for the date purpose of covering over-allotments which may be made in connection with the offering and distribution of the Prospectus (as defined below) Initial Shares upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and time, as delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative, when but shall not be later than seven full business days after the exercise of said option without the Company's consent, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares are to be deliveredShares, but in no event earlier than each of the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) or later than the tenth Business Day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage Underwriters, severally and not jointly, will purchase that proportion of the total number of Option Shares to be then being purchased by the Underwriters as which the number of Firm Initial Shares to be purchased by each such Underwriter is of has severally agreed to purchase as set forth in Schedule A bears to the total number of Firm Shares Initial Shares, subject to be purchased by the Underwriters, such adjustments as adjusted by the Representative in such manner as the Representative deems advisable its discretion shall make to avoid eliminate any sales or purchases of a fractional shares. No number of Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and deliveredShares.

Appears in 1 contract

Samples: New Plan Excel Realty Trust Inc

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to ___ Option Shares, hereby grants to the several Underwriters an option to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such 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.

Appears in 1 contract

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

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day business day (unless such date is the same date as defined belowthe First Closing Date) or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 1 contract

Samples: Common Stock (Sientra, Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, all or any portion of the purchase 419,250 Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of the Prospectus (as defined below) this Agreement upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option option, and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event 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 earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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. The Option Shares will be delivered by the Company to you for the 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 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 (AVITA Medical, Inc.)

Option Shares. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to [—] of the Option Shares, hereby grants to the several Underwriters an option (the “Over-Allotment Option”) to purchase, severally and not jointly, 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 in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 45 30 days after the effective date of this Agreement (such date, the Prospectus (as defined below“Over-Allotment Option Exercise Date”) upon notice (confirmed in writing) by the Representative Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by the Representativeyou, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) business day or later than the tenth Business Day business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative Representatives in such manner as the Representative deems Representatives deem 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.

Appears in 1 contract

Samples: Underwriting Agreement (TCP International Holdings Ltd.)

Option Shares. On In addition, on the basis of the representations and warranties herein contained, but contained and subject to the terms and conditions herein set forthforth herein, the Company hereby grants to the several Underwriters an the right to purchase at their election up to [•] Option Shares, at the Purchase Price. The Underwriters may exercise their option to purchaseacquire Option Shares in whole or in part from time to time for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares and only by written notice from the Underwriters to the Company given within a period of 30 calendar days after the date of this Agreement and setting forth (i) the aggregate number of Option Shares to be purchased and (ii) the time, date and place at which such Option Shares are to be delivered, as determined by the Underwriters but in no event earlier than the Closing Date or, unless the Underwriters and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. In the event and to the extent that the Underwriters shall exercise the election to purchase Option Shares as provided above, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, all or any portion to purchase from the Company, at the Purchase Price, the number of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may (to be exercised in whole or in part at any time (but not more than once) within 45 days after the date of the Prospectus (as defined below) upon notice (confirmed in writing) adjusted by the Representative Underwriters so as to eliminate fractional shares) determined by multiplying (x) the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option and the date and time, as determined by the Representative, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) or later than the tenth Business Day after the date on which the option such election shall have been exercised. The number exercised by (y) a fraction, the numerator of Option Shares to be purchased by each Underwriter shall be which is the same percentage of the total number of Option Shares to be purchased by the Underwriters as the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is of the total aggregate number of Firm Shares to be purchased by all of the Underwriters, as adjusted by Underwriters from the Representative in such 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 deliveredCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Third Coast Bancshares, Inc.)

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