Common use of The Optional Clause in Contracts

The Optional. Common Shares; the Second Closing Date. 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 Underwriter to purchase up to an aggregate of 661,635 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter for the Firm Common Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is exercising the option, (ii) the names and denominations in which the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) the Underwriter agrees to purchase the number of Optional Common Shares specified in the notice of exercise and (b) the Company agrees to sell such number of Optional Common Shares. The Underwriter may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Novellus Systems Inc)

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The Optional. Common Shares; the Second Closing Date. 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 Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 661,635 1,050,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may not be simultaneous with, but not earlier than, than the First Closing Date; and in the case that such case date is simultaneous with the First Closing Date, the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five ten full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares specified in (subject to such adjustments to eliminate fractional shares as the notice of exercise and (bRepresentatives may determine) that bears the Company agrees same proportion to sell such the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Urstadt Biddle Properties Inc)

The Optional. Common Shares; the Second Closing Date. 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 Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 661,635 [___] Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Underwriter Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares specified in (subject to such adjustments to eliminate fractional shares as the notice of exercise and (bRepresentative may determine) that bears the Company agrees same proportion to sell such the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares. The Underwriter Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Alnylam Pharmaceuticals Inc)

The Optional. Common Shares; the Second Closing Date. 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 Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 661,635 [ ] Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares specified in (subject to such adjustments to eliminate fractional shares as the notice of exercise and (bRepresentatives may determine) that bears the Company agrees same proportion to sell such the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Odyssey Re Holdings Corp)

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The Optional. Common Shares; the Second Closing Date. 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 Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 661,635 450,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use may be exercised by the Underwriter Underwriters solely in for the purpose of covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares specified in (subject to such adjustments to eliminate fractional shares as the notice Representatives may determine) that bears the same proportion to the total number of exercise Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company agrees to sell such number up to an aggregate of 450,000 Optional Common SharesShares as requested by the Representatives. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Giant Industries Inc)

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