Common use of The Option Securities Clause in Contracts

The Option Securities. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Option Securities from the Company at the Purchase Price per ADS to be paid by the Underwriters for the Firm Securities. The option granted hereunder may be exercised in whole or in part at any time through and until one day before the Closing Date upon notice by the Representative to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are exercising the option (in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of certificates for the Firm Securities and such Option Securities). If any Option Securities are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (ii) the Company agrees to sell the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

Appears in 2 contracts

Samples: www.sec.gov, Taiwan Liposome Company, Ltd.

AutoNDA by SimpleDocs

The Option Securities. In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate additional 4,500,000 shares of [•] Common Stock, as set forth in Exhibit A, at the price per share of $9.7465, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Initial Securities set forth opposite the name of such Underwriter in Exhibit A (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Initial Securities being purchased from the Company at the Purchase Price per ADS to be paid by the Underwriters for several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Firm SecuritiesRepresentative in its discretion shall make. 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 through and until one day before the Closing Date to time upon notice by the Representative to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option (in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of payment and delivery of certificates for the Firm Securities and such Option Securities). If Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any Option Securities are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion event prior to the total number of Option Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (ii) the Company agrees to sell the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyClosing Date.

Appears in 1 contract

Samples: Underwriting Agreement (WPX Energy, Inc.)

The Option Securities. In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate additional 6,675,000 shares of [•] Common Stock, as set forth in Exhibit A, at the price per share of $12.9736, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Initial Securities set forth opposite the name of such Underwriter in Exhibit A (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Initial Securities being purchased from the Company at the Purchase Price per ADS to be paid by the Underwriters for several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Firm SecuritiesRepresentative in its discretion shall make. 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 through and until one day before the Closing Date to time upon notice by the Representative to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option (in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of payment and delivery of certificates for the Firm Securities and such Option Securities). If Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any Option Securities are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion event prior to the total number of Option Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (ii) the Company agrees to sell the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyClosing Date.

Appears in 1 contract

Samples: Underwriting Agreement (WPX Energy, Inc.)

The Option Securities. In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchaseUnderwriters, severally and not jointly, up to an aggregate of [•] purchase the Option Securities at the same price as the purchase price of the Initial Securities as set forth in Section 2(a) hereof plus accrued interest, if any, from the Company at Closing Date to the Purchase Price per ADS to be paid by the Underwriters for the Firm SecuritiesDate of Delivery. 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 through to time only for the purpose of covering overallotments which may be made in connection with the offering and until one day before distribution of the Closing Date Initial Securities upon notice by the Representative to the Company setting forth the aggregate number principal amount of Option Securities as to which the several Underwriters are then exercising the option (in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of payment and delivery of certificates for the Firm Securities and such Option Securities). Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities are to be purchasedSecurities, (i) each Underwriter agreesof the Underwriters, acting severally and not jointly, to will purchase that proportion of the number total principal amount of Option Securities (subject to such adjustments to eliminate fractional shares as then being purchased which the Representative may determine) that bears the same proportion to the total number aggregate principal amount of Option Securities to be purchased as the number of Firm Initial Securities set forth on Schedule opposite such Underwriter’s name in Exhibit A opposite the name of such Underwriter hereto bears to the total number principal amount of Firm Securities and (ii) the Company agrees to sell the number of Option Securities set forth Initial Securities, subject in the paragraph “Introductory” of this Agreement (subject each case to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at in its sole discretion shall make to ensure that any time prior to its expiration by giving written notice of such cancellation to the Companysales or purchases are in authorized denominations.

Appears in 1 contract

Samples: Underwriting Agreement (BGC Partners, Inc.)

AutoNDA by SimpleDocs

The Option Securities. In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate additional 7,425,000 shares of [•] Common Stock, as set forth in Exhibit A, at the price per share of $9.472, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Initial Securities set forth opposite the name of such Underwriter in Exhibit A (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Initial Securities being purchased from the Company at the Purchase Price per ADS to be paid by the Underwriters for several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Firm SecuritiesRepresentative in its discretion shall make. 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 through and until one day before the Closing Date to time upon notice by the Representative to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option (in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of payment and delivery of certificates for the Firm Securities and such Option Securities). If Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any Option Securities are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion event prior to the total number of Option Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (ii) the Company agrees to sell the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyClosing Date.

Appears in 1 contract

Samples: Underwriting Agreement (WPX Energy, Inc.)

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