Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 6 contracts
Sources: Underwriting Agreement (Nuveen Build America Bond Fund), Underwriting Agreement (Nuveen Build America Bond Fund), Underwriting Agreement (Nuveen Enhanced Municipal Value Fund)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Trust hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Trust and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Trust setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 4 contracts
Sources: Purchase Agreement (Clough Global Equity Fund), Purchase Agreement (Clough Global Opportunities Fund), Purchase Agreement (Clough Global Allocation Fund)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the respective numbers of Option Securities set forth opposite the names of the Company in Exhibit F hereto at a price per share equal to the aggregate at price per Initial Security referred to in Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 11), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit F opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit F, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 4 contracts
Sources: Underwriting Agreement (Ares Commercial Real Estate Corp), Underwriting Agreement (Ares Commercial Real Estate Corp), Underwriting Agreement (Ares Commercial Real Estate Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase up purchase, ratably in accordance with the number of Initial Securities to an additional [—] be purchased by each Underwriter, all or a portion of the Option Securities at a price per Common Shares Unit equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less Common Unit for any Option Securities shall be reduced by an amount per share Common Unit equal to any dividends distributions declared, paid or distributions declared payable by the Fund and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofunits.
Appears in 4 contracts
Sources: Underwriting Agreement (CONE Midstream Partners LP), Underwriting Agreement (CONE Midstream Partners LP), Underwriting Agreement (QEP Midstream Partners, LP)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase additional shares of Common Stock up to an additional [—] Common Shares the amount set forth in the aggregate Schedule A, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Shareholder and the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time or prior to the date that is two full business days after such notice is provided (except in the event the Representatives determine a Date of Delivery to occur at the Closing Time, as hereinafter defined). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 4 contracts
Sources: Underwriting Agreement (National Australia Bank LTD), Underwriting Agreement (Great Western Bancorp, Inc.), Underwriting Agreement (National Australia Bank LTD)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up the Option Securities at a price per share equal to an additional [—] Common Shares the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 4 contracts
Sources: Underwriting Agreement (Immunomedics Inc), Underwriting Agreement (Immunomedics Inc), Underwriting Agreement (Immunomedics Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 428,571 shares of Common Shares in the aggregate Stock, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives GAF to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesGAF, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven three full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased purchased, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, which the number of Initial Option Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ GAF in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 3 contracts
Sources: Underwriting Agreement (Banuestra Financial CORP), Underwriting Agreement (Banuestra Financial CORP), Underwriting Agreement (Banuestra Financial CORP)
Option Securities. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price set forth in paragraph (a) above (without giving effect to any accrued interest from the Closing Time to the applicable Option Closing Time), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up from the Company, all or any part of the Option Securities, plus any additional aggregate principal amount of Option Securities which such Underwriter may become obligated to an additional [—] Common Shares purchase pursuant to the provisions of Section 9 hereof. The option granted by this Section 1(b) may be exercised only to cover over-allotments, if any, in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on sale of the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 thirty (30) days after the date hereof hereof, and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may within such period. Such option shall be made in connection with the offering and distribution of the Initial Securities exercised upon written notice by the Representatives Representative to the Fund Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment for and delivery for of such Option Securities. Any such time and date of delivery and payment (a an “Date of DeliveryOption Closing Time”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven three (3) full business days (or earlier, without the consent of the Company, than two (2) full business days) after the exercise of said such option, nor in any event prior to the Closing Time, Time (as hereinafter defineddefined below). If the option is exercised as to all or any portion of the Option Securities, the Company will sell that aggregate principal amount of Option Securities then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number aggregate principal amount of Option Securities then being purchased which the number aggregate principal amount of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number aggregate principal amount of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number aggregate principal amount of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities.
Appears in 3 contracts
Sources: Underwriting Agreement (Suro Capital Corp.), Underwriting Agreement (OFS Capital Corp), Underwriting Agreement (OFS Capital Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up the Option Securities at a price per share equal to an additional [—] Common Shares the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on such Option Securities. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of Option Securities then being purchased as the number of Initial Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 8(b)), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, and the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit A opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit A, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8(b) hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 3 contracts
Sources: Underwriting Agreement (Healthcare Trust of America Holdings, LP), Underwriting Agreement (Healthcare Trust of America Holdings, LP), Underwriting Agreement (Healthcare Trust of America Holdings, LP)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase up purchase, ratably in accordance with the number of Initial Securities to an additional [—] Common Shares in be purchased by each Underwriter, all or a portion of the aggregate Option Securities at the a price per share set forth in Schedule B, less an amount per share Common Unit equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesPurchase Price referred to in Section 2(a) above. The option hereby granted will expire 45 days at the close of business on the 30th day after the date hereof (such thirty-day period, the “Option Period”) and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofunits.
Appears in 3 contracts
Sources: Underwriting Agreement (LRR Energy, L.P.), Underwriting Agreement (LRR Energy, L.P.), Underwriting Agreement (LRR Energy, L.P.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants Company may grant, if so provided in the Terms Agreement, an option to the UnderwritersUnderwriters named in the Terms Agreement, severally and not jointly, to purchase up to an additional [—] Common Shares the number or principal amount of Option Securities set forth therein at the same price per security (plus, except as otherwise provided in the aggregate at Terms Agreement, interest, if any, accrued and unpaid from the price per share set forth Closing Time until the applicable Date of Delivery, and less, except as otherwise provided in Schedule Bthe Terms Agreement, less an amount per share equal to any dividends or distributions declared by the Fund Company and paid or payable on the Initial initial Offered Securities but not payable on the Option Securities), as is applicable to the Offered Securities. The option hereby granted Such option, if granted, will expire 45 30 days after the date hereof of the Terms Agreement, and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Offered Securities upon written notice by the Representatives to the Fund Company setting forth the number or principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days and not earlier than two 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 Representatives and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that the proportion of the total number or principal amount of Option Securities then being purchased which that the number or principal amount of Initial Immediate Delivery Offered Securities each such Underwriter has agreed to purchase, as set forth in Schedule A opposite the name of such Underwriter Terms Agreement, bears to the total number principal amount of Initial Immediate Delivery Offered Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases in less than authorized denominations or of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter shares, as the case may become obligated to purchase pursuant to the provisions of Section 10 hereofbe.
Appears in 3 contracts
Sources: Terms Agreement (Jabil Circuit Inc), Underwriting Agreement (Jabil Circuit Inc), Underwriting Agreement (Jabil Circuit Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 3 contracts
Sources: Purchase Agreement (Eaton Vance Short Duration Diversified Income Fund), Purchase Agreement (Pioneer Floating Rate Trust), Purchase Agreement (Scudder Commodities Stock Fund, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the total number of Option Securities set forth above at a price per share equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to each of the Underwriters, and each of the Underwriters, acting severally and not jointly, will purchase from the Company, that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 3 contracts
Sources: Underwriting Agreement (SeaSpine Holdings Corp), Underwriting Agreement (SeaSpine Holdings Corp), Underwriting Agreement (SeaSpine Holdings Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] shares of Common Shares Stock in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇M▇▇▇▇▇▇ ▇L▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Sources: Purchase Agreement (SunAmerica Focused Alpha Growth Fund, Inc.), Purchase Agreement (SunAmerica Focused Alpha Large-Cap Fund, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] 165,000 shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a “"Date of Delivery”") shall be determined by the RepresentativesGlobal Coordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the UnderwritersInternational Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such Underwriter International Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Global Coordinator in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: International Purchase Agreement (Merkert American Corp), International Purchase Agreement (Vishay Intertechnology Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate at the price per share set forth in Schedule SCHEDULE B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule SCHEDULE A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Sources: Purchase Agreement (Advent/Claymore Enhanced Growth & Income Fund), Purchase Agreement (Madison Claymore Covered Call Fund)
Option Securities. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the Underwriters an option to purchase all or any portion of the UnderwritersOption Shares and/or Option Warrants at the same purchase prices as the Firm Shares and Firm Warrants, severally and not jointlyrespectively, to purchase up to an additional [—] Common Shares for use solely in covering any over-allotments made by the Underwriters in the aggregate at sale and distribution of the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesFirm Shares. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made this Agreement upon notice (confirmed in connection with the offering and distribution of the Initial Securities upon written notice writing) by the Representatives Representative to the Fund Company setting forth the aggregate number of Option Securities Shares and/or Option Warrants as to which the several Underwriters are then exercising the option option, the names and denominations in which the certificates for the Option Shares and/or Option Warrants are to be registered and the time date and date of payment and delivery for such time, as determined by the Representative, when the Option Securities. Any Shares and/or Option Warrants are to be delivered, such time and date of delivery (a being herein referred to as the “Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option is being exercised nor later than seven full business days after shall have been exercised. No Option Securities shall be sold and delivered unless the exercise of said optionFirm Securities previously have been, nor in any event prior or simultaneously are, sold and delivered. The Option Securities will be delivered by the Company to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion Underwriters against payment of the Option purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Northland Securities, each of the UnderwritersInc., acting severally and not jointly▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities▇▇▇▇▇ ▇▇▇▇, subject in each case to such adjustments as ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter other location as may become obligated to purchase pursuant to be mutually acceptable at 9:00 a.m., Eastern time, on the provisions of Section 10 hereofSecond Closing Date.
Appears in 2 contracts
Sources: Underwriting Agreement, Underwriting Agreement (AMERI Holdings, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthforth herein, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,050,000 shares of Common Shares Stock at a price per share equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, and may be the Closing Date (as hereinafter defined), but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Arbor Realty Trust Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Partnership hereby grants an option to the Underwriters, severally and not jointly, an option to purchase up purchase, ratably in accordance with the number of Initial Securities to an additional [—] Common Shares in be purchased by each Underwriter, all or a portion of the aggregate Option Securities at the a price per share set forth in Schedule B, less an amount per share Common Unit equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesPurchase Price referred to in Section 2(a) above. The option hereby granted will expire 45 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofunits.
Appears in 2 contracts
Sources: Underwriting Agreement (NGL Energy Partners LP), Underwriting Agreement (NGL Energy Partners LP)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] 420,000 Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a “"Date of Delivery”") shall be determined by the RepresentativesGlobal Coordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the UnderwritersInternational Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such Underwriter International Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Global Coordinator in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: International Purchase Agreement (Vornado Realty Trust), International Purchase Agreement (Vornado Realty Trust)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Fund hereby grants an option to the Underwritersseveral Underwriters to purchase, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate Option Securities at the same purchase price per share set forth in Schedule B, as the Underwriters shall pay for the Initial Securities less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities Securities, but not payable on the Option Securities. The Said option hereby granted will expire 45 days after may be exercised only to cover over-allotments in the date hereof and sale of the Initial Securities by the Underwriters. Said option may be exercised in whole or in part at any time and from time to time only for on or before the purpose of covering overallotments which may be made in connection with 45th day after the offering and distribution date of the Initial Securities Prospectus upon written or telegraphic notice by the Representatives to the Fund setting forth the number of shares of the Option Securities as to which the several Underwriters are then exercising the option and the time and date settlement date. The number of payment and delivery for Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Option Underwriter is purchasing of the Initial Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Sources: Underwriting Agreement (AllianzGI Convertible & Income 2024 Target Term Fund), Underwriting Agreement (Miller/Howard High Income Equity Fund)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Fund hereby grants an option to the Underwritersseveral Underwriters to purchase, severally and not jointly, to purchase up to an additional [—●] Common Shares in the aggregate Option Securities at the same purchase price per share set forth in Schedule B, as the Underwriters shall pay for the Initial Securities less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities Securities, but not payable on the Option Securities. The Said option hereby granted will expire 45 days after may be exercised only to cover over-allotments in the date hereof and sale of the Initial Securities by the Underwriters. Said option may be exercised in whole or in part at any time and from time to time only for on or before the purpose of covering overallotments which may be made in connection with 45th day after the offering and distribution date of the Initial Securities Prospectus upon written or telegraphic notice by the Representatives to the Fund setting forth the number of shares of the Option Securities as to which the several Underwriters are then exercising the option and the time and date settlement date. The number of payment and delivery for Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Option Underwriter is purchasing of the Initial Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Sources: Underwriting Agreement (Eaton Vance Floating-Rate 2022 Target Term Trust), Underwriting Agreement (Eaton Vance High Income 2021 Target Term Trust)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—•] shares of Common Shares Stock, as may be necessary to cover overallotments made in connection with the aggregate offering of the Initial Securities, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Time, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedTime (unless such time and date are postponed in accordance with Section 10 hereof). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Runway Growth Finance Corp.), Underwriting Agreement (Runway Growth Finance Corp.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company and the Selling Stockholders, acting severally and not jointly, hereby grants grant an option to the UnderwritersUnderwriters to purchase, severally and not jointly, to purchase up to an additional [—] · shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. A. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company and the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of a fractional shares. If the option is exercised as to less than all of the Option Securities, then (1) the portion of the Option Securities then being purchased shall be sold one-half by the Company and one-half by the Selling Shareholders collectively and (2) the portion of the Option Securities to be sold by the Selling Stockholders shall be allocated to each Selling Stockholder in accordance with the proportion that the number of Option Initial Securities plus any additional sold by such Selling Stockholder bears to the aggregate number of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofsold by all Selling Stockholders.
Appears in 2 contracts
Sources: Purchase Agreement (Sabre Industries, Inc.), Purchase Agreement (Sabre Industries, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common •]Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Sources: Purchase Agreement (Nuveen Municipal High Income Opportunity Fund 2), Purchase Agreement (Nuveen Municipal High Income Opportunity Fund 2)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] shares of Common Shares Stock, as may be necessary to cover overallotments made in connection with the aggregate offering of the Initial Securities, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Time, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedTime (unless such time and date are postponed in accordance with Section 10 hereof). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Kayne Anderson BDC, Inc.), Underwriting Agreement (Nuveen Churchill Direct Lending Corp.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentatives as set forth in the notice, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Bloomin' Brands, Inc.), Underwriting Agreement (Bloomin' Brands, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] Common Shares Ordinary Shares, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Clarivate Analytics PLC), Underwriting Agreement (Clarivate Analytics PLC)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up the Option Securities at a price per share equal to an additional [—] Common Shares the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Gray Television Inc), Underwriting Agreement (Gray Television Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Fund Selling Shareholders indicated on Schedule C hereto hereby grants an option to the UnderwritersManagers, severally and not jointly, to purchase up to an the additional [—] number of Common Shares set forth in the aggregate Schedule C at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. B. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Lead Managers to the Fund Selling Shareholders setting forth the number of Option International Securities as to which the several Underwriters Managers are then exercising the option and the U.S. time and date of payment and delivery for such Option International Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the RepresentativesLead Managers, but shall not be earlier than the second day after the date on which the option is being exercised two nor later than seven full business days after the exercise of said optionoption in writing, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option International Securities, each of the UnderwritersManagers, acting severally and not jointly, will purchase that proportion of the total number of Option International Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such Underwriter Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Lead Managers in its their discretion shall make to eliminate any sales or purchases of a fractional shares. If the option is exercised as to less than all of the Option International Securities, the Selling Shareholders will sell additional Common Shares to the Managers pro rata on the basis of the number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.Common Shares set forth in Schedule C.
Appears in 2 contracts
Sources: International Purchase Agreement (Renaissancere Holdings LTD), International Purchase Agreement (Renaissancere Holdings LTD)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the number of Option Securities which bears the same proportion to the total number of Option Securities to be purchased on such Option Closing Date (as defined below) as the number of Initial Securities set forth in Exhibit A hereto opposite the aggregate name of such Underwriter bears to the total number of Initial Securities at a price per share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised two, nor later than seven seven, full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofDate.
Appears in 2 contracts
Sources: Underwriting Agreement (Northwest Natural Holding Co), Underwriting Agreement (Northwest Natural Holding Co)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—•] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Sources: Underwriting Agreement (Nuveen California Municipal Value Fund 2), Underwriting Agreement (Nuveen New York Municipal Value Fund 2)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Stockholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—l] shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, Representatives but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (GNC Corp), Underwriting Agreement (GNC Corp)
Option Securities. In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, shall have the Fund hereby grants an option to the Underwriterspurchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from October 5, 2018 to purchase up the date of payment and delivery. If any Option Securities are to an additional [—] Common Shares in be purchased, the principal amount of Option Securities to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate at principal amount of Option Securities being purchased as the price per share principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Schedule B, less an Section 12 hereof) bears to the aggregate principal amount per share equal to any dividends or distributions declared of Underwritten Securities being purchased from the Company by the Fund and payable on several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000.00 as the Initial Securities but not payable on the Option SecuritiesRepresentatives in their sole discretion shall make. The Underwriters may, by notice as provided in the immediately following sentence, exercise the option hereby granted to purchase Option Securities at any time in whole, or in part, provided that the Additional Closing Date with respect thereto will expire 45 days in no event be (x) earlier than the Closing Date; (y) later than the thirteenth day from, and including, the Closing Date; or (z) later than the tenth full business day (as hereinafter defined) after the date hereof and of such notice. Such option may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon by written notice by from the Representatives to the Fund Company setting forth the number aggregate principal amount of Option Securities plus accrued interest, if any, as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full and the date and time when the Option Securities are to be delivered and paid for. Any such notice shall be given at least two business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion date and time of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofdelivery specified therein.
Appears in 2 contracts
Sources: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthforth herein, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 975,000 shares of Common Shares Stock at a price per share equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, and may be the Closing Date (as hereinafter defined), but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Arbor Realty Trust Inc), Underwriting Agreement (Arbor Realty Trust Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate 1,800,000 Depositary Shares, at the price per share set forth in Schedule B, less paragraph (a) above; provided that the price per share for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared and payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from at any time to time only for on or before the purpose of covering overallotments which may be made in connection with 30th day after the offering and distribution of the Initial Securities date hereof upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (AGNC Investment Corp.), Underwriting Agreement (AGNC Investment Corp.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund H&F Globe Investor LP hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and H&F Globe Investor LP setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not not, without the consent of the Company, be earlier than the second day after the date on which the option is being exercised nor 36 hours or later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time; provided that notwithstanding the previous sentence, as hereinafter definedif the Underwriters exercise the option hereby granted at any time prior to the Closing Time, the Date of Delivery for such Option Securities shall be the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Grocery Outlet Holding Corp.), Underwriting Agreement (Grocery Outlet Holding Corp.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] Common Shares in the aggregate Option Securities at the price per share set forth in Schedule B, Purchase Price (less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on or paid to the holders of the Initial Securities but not payable on or paid to the holders of the Option SecuritiesSecurities from the Closing Date to the relevant Date of Delivery, as those terms are defined herein). The Said option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part at any time and from time to time only for on or before the purpose 30th day after the date of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities this Agreement upon written notice by the Representatives Representative to the Fund Company setting forth the number amount of Option Securities as to which the several Underwriters are then exercising the option and the settlement time and date date. The amount of payment and delivery for Option Securities to be purchased by each Underwriter shall be the same percentage of the total amount of Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Initial Securities, plus any additional amount of Option SecuritiesSecurities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesUnderwriter, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Sources: Underwriting Agreement (1347 Property Insurance Holdings, Inc.), Underwriting Agreement (1347 Property Insurance Holdings, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up purchase, in addition to an additional [—] Common Shares in the aggregate Initial Securities, the amount of Option Securities set forth opposite the name of the Company on Schedule B at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, then each of the Underwriters, acting severally and not jointly, will purchase from the Company that proportion of the total number of Option Securities then being purchased which from the Company that the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Taylor Capital Group Inc), Underwriting Agreement (Taylor Capital Group Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—•] shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. In addition, in connection with the sale of any Option Securities, the Manager agrees to pay to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases ▇, for the account of a fractional number of the Underwriters, the amount per Option Security set forth on Schedule C for each Option Security purchased by such Underwriter set forth on Schedule C (the “Option Securities plus any additional number of Option Manager Offering Payment,” and collectively with the Initial Securities which such Underwriter may become obligated to purchase pursuant to Manager Offering Payment, the provisions of Section 10 hereof“Manager Offering Payments”).
Appears in 2 contracts
Sources: Purchase Agreement (Colony Financial, Inc.), Purchase Agreement (Colony Financial, Inc.)
Option Securities. In addition, on upon the basis of the warranties and representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the Fund purchase price set forth in paragraph (a) above (without giving effect to any accrued interest from the Closing Time to the applicable Option Closing Time), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up from the Company, all or any part of the Option Securities, plus any additional aggregate principal amount of Option Securities which such Underwriter may become obligated to an additional [—] Common Shares purchase pursuant to the provisions of Section 9 hereof. The option granted by this Section 1(b) may be exercised only to cover over-allotments, if any, in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on sale of the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 thirty (30) days after the date hereof hereof, and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may within such period. Such option shall be made in connection with the offering and distribution of the Initial Securities exercised upon written notice by the Representatives to the Fund Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment for and delivery for of such Option Securities. Any such time and date of delivery and payment (a an “Date of DeliveryOption Closing Time”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven three (3) full business days (or earlier, without the consent of the Company, than two (2) full business days) after the exercise of said such option, nor in any event prior to the Closing Time, Time (as hereinafter defineddefined below). If the option is exercised as to all or any portion of the Option Securities, the Company will sell that aggregate principal amount of Option Securities then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number aggregate principal amount of Option Securities then being purchased which the number aggregate principal amount of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number aggregate principal amount of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number aggregate principal amount of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (OFS Capital Corp), Underwriting Agreement (OFS Capital Corp)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Stockholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ • ] shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Beta Bionics, Inc.), Underwriting Agreement (Beta Bionics, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time within the 30-day period from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time or the date that is two full business days after such notice is provided (except in the event the Representatives determine a Date of Delivery to occur at the Closing Time, as hereinafter definedin which case such notice must be provided on or before the business day immediately preceding the Closing Time). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 2 contracts
Sources: Underwriting Agreement (Fortegra Group, Inc), Underwriting Agreement (Fortegra Group, LLC)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 2 contracts
Sources: Purchase Agreement (ING Global Advantage & Premium Opportunity Fund), Purchase Agreement (Advent/Claymore Global Convertible Securities & Income Fund)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 487,500 shares of Common Shares Stock, as may be necessary to cover overallotments made in connection with the aggregate offering of the Initial Securities, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Time, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedTime (unless such time and date are postponed in accordance with Section 10 hereof). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives, in its discretion their sole discretion, shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the UnderwritersInitial Purchasers, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate Option Securities, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesA hereto. The Securities, if any, to be purchased pursuant to the option hereby granted will expire 45 shall be purchased within 13 days after the date hereof and such option may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be over-allotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company setting forth the number amount of Option Securities as to which the several Underwriters Initial Purchasers are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the UnderwritersInitial Purchasers, acting severally and not jointly, will purchase that proportion of the total number principal amount of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter Initial Purchaser bears to the total number principal amount of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative in its discretion shall make to eliminate ensure that any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofare in authorized denominations.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] shares of Common Shares Stock, as set forth in the aggregate Schedule A, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeTime nor, as hereinafter definedunless the Representative and the Company otherwise agree in writing, prior to the second business day after the date on which such option is exercised. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Underwriting Agreement (Plymouth Industrial REIT Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholders hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common 1,200,000 Ordinary Shares in the aggregate amounts as set forth in Schedule A at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Lead Representatives to the Fund Company and each Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a “"Date of Delivery”") shall be determined by the Lead Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A B opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Lead Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Purchase Agreement (Endurance Specialty Holdings LTD)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate 1,500,000 Option Securities at the a price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesPurchase Price referred to in Section 2(a) above. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but unless such Option Closing Date is to occur on the Closing Date, such Option Closing Date shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days and not earlier than three business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and The Arcus Parties will take all action necessary (a) if requested by Acquiror not jointly, to purchase up to an additional [—] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 than thirty (30) days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, to require the exercise, on the Designated Exercise Date (or, if a period is provided as hereinafter defined. If the option is exercised as Designated Exercise Date, then on or prior to all or any portion the last date of such period), of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number Minimum Exercise Number of Option Securities then being purchased which comprising non-qualified stock options of an Arcus Party, including, if applicable, by accelerating the number of Initial Securities set forth in Schedule A opposite vesting prior to the name Effective Time of such Underwriter bears Option Securities that would otherwise not be vested as of the Effective Time, (b) if requested by Acquiror not less than thirty (30) days prior to the total number Closing Date, to provide that any such Option Security which is not so exercised on (or prior to, as applicable) a Designated Exercise Date shall terminate and be forfeited as of Initial Securitiesthe close of business on such Designated Exercise Date, subject (c) to accelerate, if the Arcus Parties so choose, in each case their sole discretion, the vesting of any Option Security held by an employee whose employment by an Arcus Party is terminated prior to such adjustments the Effective Time, (d) to amend, prior to the Effective Time, the UAC Option Plan and the ATSI Option Plan as ▇▇▇▇▇▇▇ ▇▇▇▇▇ may be reasonably requested by Acquiror not less than ten (10) days prior to the Closing Date, and to cooperate with Acquiror to amend the UAC Option Plan and the ATSI Option Plan and any Option Security granted thereunder as the Parties may reasonably agree so as to minimize taxes payable in its discretion shall make connection therewith, (e) to eliminate any sales or purchases of a fractional number of provide timely written notice to all Persons holding Option Securities plus any additional number of to the effect that all Option Securities which such Underwriter may become obligated to purchase pursuant outstanding as of the Effective Time (after giving effect to the provisions required exercise described in clause (a)) will be assumed by Acquiror and thereafter, in accordance with Section 2.4, will represent options (or warrants as applicable) to acquire Acquiror Stock, and (f) to obtain any consent or waiver from the holder of an Option Security which may be necessary to give effect to the actions contemplated by this Section 10 hereof5.10 and Section 2.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives M▇▇▇▇▇▇ L▇▇▇▇ to the Fund Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesM▇▇▇▇▇▇ L▇▇▇▇, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇M▇▇▇▇▇▇ ▇L▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Purchase Agreement (TomoTherapy Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Fund hereby grants an option to the Underwritersseveral Underwriters to purchase, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate Option Securities at the same purchase price per share set forth in Schedule B, as the Underwriters shall pay for the Initial Securities less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The Said option hereby granted will expire 45 days after may be exercised only to cover over-allotments in the date hereof and sale of the Initial Securities by the Underwriters. Said option may be exercised in whole or in part at any time and from time to time only for on or before the purpose of covering overallotments which may be made in connection with 45th day after the offering and distribution date of the Initial Securities Prospectus upon written or telegraphic notice by the Representatives to the Fund setting forth the number of shares of the Option Securities as to which the several Underwriters are then exercising the option and the time and date settlement date. The number of payment and delivery for Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Option Underwriter is purchasing of the Initial Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 1 contract
Sources: Underwriting Agreement (Center Coast MLP & Infrastructure Fund)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time on one or more occasions only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and UBS to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇ and UBS, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ and UBS in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate at the price per share set forth in Schedule SCHEDULE B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule SCHEDULE A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.. The Fund also agrees, subject to all the terms and conditions set forth herein, to sell to WAM, and, upon the basis of the representations, warranties and agreements of the Fund herein contained and subject to all the terms and conditions set forth herein, WAM shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Option Securities, up to an aggregate of Securities (the "WAM Securities")
Appears in 1 contract
Sources: Purchase Agreement (Western Asset Claymore Us Treasury Inflation Pro Secu Fund)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] Common Shares in the aggregate Option Securities at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not not, unless agreed to in writing by the Company, be earlier sooner than three full business days (other than a Date of Delivery coinciding with the second day after the date on which the option is being exercised nor Closing Time) or later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Underwriting Agreement (TPG RE Finance Trust, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 375,000 shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for within the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities 30-day period upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the date that is two full business days after such notice is provided (except in the event the Representatives determine a Date of Delivery will occur at the Closing Time, as hereinafter definedin which case such notice must be provided on or before the business day immediately preceding the Closing Time). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Underwriting Agreement (Montrose Environmental Group, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an 320,000 additional [—] shares of Common Shares in the aggregate Stock, respectively, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days or less than two business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Company will sell Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial SecuritiesUnderwriter, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] shares of Common Shares Stock, as may be necessary to cover overallotments made in connection with the aggregate offering of the Initial Securities, at the price per share set forth in Schedule Bof $[●], less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Time, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedTime (unless such time and date are postponed in accordance with Section 10 hereof). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter shares. The parties agree that the Underwriters may become obligated only exercise the option to purchase pursuant to all or any portion of the provisions Option Securities, as set forth in this Section 2(b), for the purpose of Section 10 hereofcovering over-allotments made in connection with the offering of the Initial Securities.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second third day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The Fund also agrees, subject to all the terms and conditions set forth herein, to sell to the Investment Adviser, and, upon the basis of the representations, warranties and agreements of the Fund herein contained and subject to all the terms and conditions set forth herein, the Investment Adviser shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Option Securities, up to an aggregate of [ ] Securities (the "Investment Adviser Securities").
Appears in 1 contract
Sources: Purchase Agreement (Pimco Corporate Opportunity Fund)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the UnderwritersSelling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriter to purchase up to an additional [—·] shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BD, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Underwriter to the Fund Company and the Selling Shareholder(s) setting forth the number of Option Securities as to which the several Underwriters are Underwriter is then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesUnderwriter, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If In the option is exercised as to all or any portion of event that the Option SecuritiesUnderwriter exercises less than its full option, each of the UnderwritersSelling Shareholder agrees, acting severally and not jointly, will purchase to sell the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Underwriter may determine) that bears the same proportion of to the total number of Option Securities then being purchased which to be sold as the number of Initial Option Securities set forth in Schedule A B opposite the name of such Underwriter Selling Shareholder bears to the total number of Initial Option Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase purchase, within the 13-day period beginning on, and including, the Closing Date, up to an additional [—] Common Shares in the aggregate at the price per share respective numbers of Option Securities set forth in Schedule B, less an amount Exhibit A hereto at a price per share Security equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesPurchase Price referred to in Section 2(a) hereof. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which over-allotments that may be made in connection with the offering and distribution of the Initial Securities Securities. The option hereby granted may be exercised in whole or in part from time to time upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Company will sell to the Underwriters, acting severally and not jointly, the respective number of Option Securities set forth in Exhibit A hereto (or, if applicable, the proportion thereof as set forth below), and each Underwriter, severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which that the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter, plus any additional number of Initial Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up the Option Securities at a price per share equal to an additional [—] Common Shares the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Ensemble Parent LLC hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,200,000 shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Underwriters to the Fund Company and Ensemble Parent LLC setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be reasonably determined by the RepresentativesUnderwriters, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Underwriters in its their discretion shall make to eliminate any sales or purchases of a fractional shares. Any exercise by the Underwriters of the option to purchase Option Securities shall be made in proportion to the maximum number of Option Securities plus to be sold by Ensemble Parent LLC as set forth in Schedule B, subject to such adjustments as the Underwriters in their discretion shall make to eliminate any additional number sales or purchases of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereoffractional shares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] shares of Common Shares Stock, as may be necessary to cover overallotments made in connection with the aggregate offering of the Initial Securities, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for thirty (30) days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Time, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven (7) full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedTime (unless such time and date are postponed in accordance with Section 10 hereof). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Underwriting Agreement (Blackstone Secured Lending Fund)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase subscribe for up to an additional [—] Common Shares 337,500 Ordinary Shares, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days nor earlier than two full business days after the exercise of said option, nor in any event prior to the Closing Time; provided, however, that if the option is exercised prior to the delivery of the Initial Securities at the Closing Time, then the Date of Delivery may be no earlier than one full business day after the exercise of said option; provided further, that the Date of Delivery in such event is the same as hereinafter definedthe delivery of the Initial Securities at the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase subscribe from the Company, that proportion of the total number of Option Securities then being purchased subscribed for which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales issues or purchases of a subscriptions for fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company and the Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 480,000 shares of Common Shares Stock, which amount shall be divided among the Company and the Selling Shareholders as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ BofA in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate ________ shares of Trust Stock at the price per share set forth in Schedule BG, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption or sooner than three full business days unless it is the Closing Time, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Purchase Agreement (Macquarie Infrastructure CO LLC)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, Underwriters to purchase up to an additional [—] Common Shares the Option Securities at a price per Corporate Unit equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less Corporate Unit for any Option Securities shall be (i) reduced by an amount per share Corporate Unit equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Underwritten Securities but not payable on such Option Securities; and (ii) increased by accrued Contract Adjustment Payments (as defined in the Purchase Contract and Pledge Agreement) on the Purchase Contracts forming part of the Option Securities to be purchased, and accrued dividends on the Convertible Preferred Securities forming part of such Option Securities, in each case under this clause (ii) for the period from, and including, the Closing Date to, but excluding, the Option Closing Date. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from at any time (but not more than once) on or prior to time the 30th calendar day immediately following the date of this Agreement only for the purpose of covering overallotments which over-allotments that may be made in connection with the offering and distribution of the Initial Underwritten Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any Securities determined by the Representatives (any such time and date of delivery payment and delivery, an “Option Closing Date”); provided that in no event shall any Option Closing Date be (a “Date of Delivery”i) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven three full business days after the exercise of said option, nor option (unless postponed in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to accordance with the provisions of Section 10 hereof) or (ii) prior to the Closing Date.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] * * shares of Class A Common Shares in the aggregate Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a “"Date of Delivery”") shall be determined by the RepresentativesLead Managers, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the UnderwritersInternational Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such Underwriter International Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Lead Managers in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: International Purchase Agreement (Blackrock Inc /Ny)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Stockholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,300,000 shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Purchase Agreement (Superior Offshore International Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate 1,350,000 shares of Trust Stock at the price per share set forth in Schedule BE, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption or sooner than three full business days unless it is the Closing Time, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Purchase Agreement (Macquarie Infrastructure CO LLC)
Option Securities. In addition, on the basis of the representations representations, warranties and warranties agreements herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the UnderwritersInitial Purchasers, severally and not jointly, to purchase up to an additional [—] Common Shares in the $49,486,000 aggregate principal amount at maturity of Option Securities at the same price per share Security set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on B for the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities as may be modified by subsequent purchases and sales by the Initial Purchasers upon written notice by the Representatives Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters Initial Purchasers are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor 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 Initial Purchasers and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the UnderwritersInitial Purchasers, acting severally and not jointly, will purchase that proportion of the total number principal amount at maturity of Option Securities then being purchased which the number principal amount at maturity of Initial Securities set forth in Schedule A opposite the name of such Underwriter Initial Purchaser in Schedule A bears to the total number principal amount at maturity of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule BB hereto, less an amount per share equal to any dividends or distributions distributions, if any, declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof of the Prospectus and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Coordinator to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a “"Date of Delivery”") shall be determined by the RepresentativesCoordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business busi- ness days after the exercise of said option, nor in any event prior to the Closing Time, Time (as hereinafter defineddefined below). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Coordinator in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthforth herein, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,125,000 shares of Common Shares Stock at a price per share equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, and may be the Closing Date (as hereinafter defined), but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 250,000 shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Custodian setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—●] shares of Common Shares in the aggregate Stock, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be over-allotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but any Date of Delivery occurring after the Closing Time shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days nor earlier than two full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholders, acting severally and not jointly, hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Underwriting Agreement (Masergy Communications Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund each Selling Shareholder, acting severally and not jointly, hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 6,000,000 shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Purchase Agreement (Koninklijke Philips Electronics Nv)
Option Securities. (i) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Fund Forward Seller (with respect to Borrowed Option Securities) and the Company (with respect to Company Option Securities and Company Top-Up Option Securities) hereby grants an option to the Underwritersand agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Forward Seller (with respect to Borrowed Option Securities) and the Company (with respect to Company Option Securities and Company Top-Up Option Securities), upon the exercise of such option by the Underwriters, up to an additional [—] 1,312,500 shares of Common Shares in the aggregate Stock, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and the Forward Seller setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time.
(ii) Within one business day after such notice is given, the Company may, in its sole discretion, execute and deliver to the Forward Purchaser a letter agreement (each such letter agreement, an “Additional Forward Sale Agreement”) between the Company and the Forward Purchaser relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such Additional Forward Sale Agreement), of a number of shares of Common Stock equal to the aggregate number of Option Securities as to which the several Underwriters are then exercising the option to be sold by the Forward Seller pursuant to this Agreement, on terms substantially similar to the Initial Forward Sale Agreement, mutatis mutandis, as hereinafter definedagreed by the parties. If the Company does not timely execute and deliver such Additional Forward Sale Agreement pursuant to the above or the Forward Purchaser does not timely execute and deliver to the Company such Additional Forward Sale Agreement, such Additional Forward Sale Agreement shall not be deemed to exist for purposes of this Agreement and the Company will sell a number of shares of Common Stock equal to the aggregate number of Option Securities as to which the several Underwriters are then exercising the option. Shares of Common Stock sold by the Company pursuant to this Section 2(b) are herein referred to collectively as “Company Option Securities.”
(iii) If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Borrowed Option Securities, Company Option Securities or Company Top-Up Option Securities, as applicable, then being purchased which the number of Initial Primary Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Primary Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in all or any portion of the aggregate Option Securities at the a price per share set forth in Schedule B, less an amount per share equal to the Purchase Price (without giving effect to any dividends or distributions declared by accrued interest from the Fund and payable on Closing Time to the Initial Securities but not payable on the applicable Option SecuritiesClosing Time). The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised on up to three occasions in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company setting forth the number aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Time”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor two or later than seven full business days after the exercise of said option, unless otherwise agreed upon by the Company and the Representative, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the aggregate principal amount of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number aggregate principal amount of Option Securities then being purchased purchased, which the number such aggregate principal amount of Initial Securities is set forth in Schedule Exhibit A opposite the name of such Underwriter bears to the total number of Initial SecuritiesUnderwriter, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number aggregate principal amount of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the aggregate principal amount of Initial Securities, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional Securities.
Appears in 1 contract
Option Securities. (i) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Fund Forward Seller (with respect to Borrowed Option Securities) and the Company (with respect to Company Option Securities and Company Top-Up Option Securities) hereby grants an option to the Underwritersand agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Forward Seller (with respect to Borrowed Option Securities) and the Company (with respect to Company Option Securities and Company Top-Up Option Securities), upon the exercise of such option by the Underwriters, up to an additional [—] 1,200,000 shares of Common Shares in the aggregate Stock, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company and the Forward Seller setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time.
(ii) Within one business day after such notice is given, the Company may, in its sole discretion, execute and deliver to the Forward Purchaser a letter agreement (each such letter agreement, an “Additional Forward Sale Agreement”) between the Company and the Forward Purchaser. Such Additional Forward Sale Agreement will relate to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such Additional Forward Sale Agreement) of a number of shares of Common Stock equal to the aggregate number of Option Securities as to which the several Underwriters are then exercising the option to be sold by the Forward Seller pursuant to this Section 2, on terms substantially similar to the Initial Forward Sale Agreement, mutatis mutandis, as hereinafter definedagreed by the parties. If the Company does not timely execute and deliver such Additional Forward Sale Agreement pursuant to the above or the Forward Purchaser does not timely execute and deliver to the Company such Additional Forward Sale Agreement, such Additional Forward Sale Agreement shall not be deemed to exist for purposes of this Agreement and the Company will sell a number of shares of Common Stock equal to the aggregate number of Option Securities as to which the several Underwriters are then exercising the option. Shares of Common Stock sold by the Company pursuant to this Section 2(b) are herein referred to collectively as “Company Option Securities.”
(iii) If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Borrowed Option Securities, Company Option Securities or Company Top-Up Option Securities, as applicable, then being purchased which the number of Initial Primary Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Primary Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to Company and the UnderwritersSelling Shareholders, severally and not jointly, hereby grant an option to purchase up the Underwriters to an additional [—] Common Shares in the aggregate ratably purchase, severally and not jointly, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on to the holders who acquire the Common Stock represented by the Option Securities, from the Company and the Selling Shareholders, as the case may be, in accordance with the respective amounts set forth in Schedule B, all or a portion of the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Underwriters to the Fund Company and the Custodian setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesUnderwriters, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, on behalf of the Underwriters, in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Purchase Agreement (Paetec Corp)
Option Securities. In addition, on the basis of the representations representations, warranties and warranties herein contained agreements set forth herein, and subject to the terms and conditions herein set forthforth herein, the Fund Selling Stockholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,500,000 shares of Common Shares Stock, as set forth in the aggregate Schedule 2, at the price per share set forth in Schedule B1, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 calendar days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Underwriters to the Fund Selling Stockholders and the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesUnderwriters, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor earlier than two full business days after the date any such notice is given pursuant to the preceding sentence, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A 1 opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Underwriters in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Underwriting Agreement (Walgreens Boots Alliance, Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby Company grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in 4,000,000 Option Securities at the aggregate at Purchase Price; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared declared, paid or payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company and WCB, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,950,000 Common Shares Shares, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company and WCB setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional shares and the Company and WCB will sell to the several Underwriters their pro rata portion of the number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to then being purchased by the provisions of Section 10 hereofseveral Underwriters.
Appears in 1 contract
Sources: Purchase Agreement (Entegris Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an additional [—] 331,500 shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of International Option Securities as to which the several Underwriters International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a “"Date of Delivery”") shall be determined by the RepresentativesGlobal Coordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the UnderwritersInternational Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such Underwriter International Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Global Coordinator in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: International Purchase Agreement (FMC Technologies Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the purchase price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company, the Selling Shareholders and the Attorneys-in-Fact on behalf of the Selling Shareholders listed on Schedule E-1 hereto, as applicable, setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. Unless otherwise agreed by the Company, as hereinafter definedany such notice that is given prior to the Closing Date shall be given at least two business days prior to the date and time of delivery specified therein and any such notice that is given on or after the Closing Date shall be given at least three business days prior to the date and time of delivery specified therein. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial SecuritiesUnderwriter, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof., bears to the total number of Initial Securities, subject, in each case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. If the option is exercised as to all or any portion of the Option Securities, each Selling Shareholder shall be obligated to sell Option Securities in proportion to the maximum number of Option Securities to be sold by such Selling Shareholder as set forth in Schedule B.
Appears in 1 contract
Sources: Underwriting Agreement (ATD Corp)
Option Securities. In addition, on On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company hereby grants to the several Underwriters an option to purchase all or any portion of the UnderwritersOption Units, severally and not jointlythe Option Shares and/or the Option Warrants (either separately or together, subject to purchase up to an additional [—] Common Shares in the aggregate at the price per share limitations set forth in Schedule Bthe first paragraph of this Agreement), less an amount and the right to purchase all or any portion of the Option Units at the Per Unit Price, the Option Shares at a price of $[l] per share equal to Share, and/or the Option Warrants at a price of $[l] per Warrant (either separately or together), for use solely in covering any dividends or distributions declared over-allotments made by the Fund Underwriters in the sale and payable on distribution of the Initial Securities but not payable on the Option SecuritiesFirm Units. The option hereby granted will expire 45 days after the date hereof and hereunder may be exercised in whole or in part from at any time to time only for (but not more than once) within 30 days after the purpose effective date of covering overallotments which may be made this Agreement upon notice (confirmed in connection with the offering and distribution of the Initial Securities upon written notice writing) by the Representatives to the Fund Company setting forth the aggregate number of Option Securities Units, Option Shares and/or Option Warrants as to which the several Underwriters are then exercising the option and the time date and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be time, as determined by you, when the RepresentativesOption Units, the Option Shares and/or Option Units are to be delivered, but shall not be in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. The Option Units, Option Shares and/or Option Warrants to be purchased by each Underwriter shall be in the same proportion as the number of Firm Units to be purchased by such Underwriter is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Firm Units to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional Shares and Warrants. No Option Securities then being purchased which Units, Option Shares or Option Warrants shall be sold and delivered unless the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial SecuritiesFirm Units previously have been, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofsimultaneously are, sold and delivered.
Appears in 1 contract
Sources: Purchase Agreement (Ener-Core Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—[ ] shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. In addition, in connection with the sale of any Option Securities, the Manager agrees to pay to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases ▇, for the account of a fractional number of the Underwriters, the amount per Option Security set forth on Schedule C for each Option Security purchased by such Underwriter set forth on Schedule C (the “Option Securities plus any additional number of Option Manager Offering Payment,” and collectively with the Initial Securities which such Underwriter may become obligated to purchase pursuant to Manager Offering Payment, the provisions of Section 10 hereof.“Manager Offering Payments”)
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] __________ shares of Common Shares in the aggregate Stock, at the price per share equal to $_________ (being an amount equal to the initial public offering price per share set forth in Schedule BB less $_________ per share), less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor two or later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Purchase Agreement (Darwin Professional Underwriters Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthforth herein, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 1,305,000 shares of Common Shares Stock at a price per share equal to the Purchase Price referred to in the aggregate at Section 2(a) above; provided that the price per share set forth in Schedule B, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, and may be the Closing Date (as hereinafter defined), but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Stockholders hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 3,600,000 shares of Common Shares Stock, as set forth in the aggregate Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for within the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities 30-day period upon written notice by the Representatives to the Fund Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the date that is two full business days after such notice is provided (except in the event the Representatives determine a Date of Delivery to occur at the Closing Time, in which case such notice must be provided on or before the business day immediately preceding the Closing Time, or as hereinafter definedotherwise agreed with the Selling Stockholders). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being so purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities from each Selling Stockholder in such proportion which the number of Initial Securities set forth in Schedule B opposite the name of each Selling Stockholder bears to the total number of Option Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the U.S. Underwriters, severally and not jointly, to purchase up to an additional [—] 622,500 Class A Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial U.S. Securities but not payable on the U.S. Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial U.S. Securities upon written notice by the Representatives Global Coordinator to the Fund Company setting forth the number of U.S. Option Securities as to which the several U.S. Underwriters are then exercising the option and the time and date of payment and delivery for such U.S. Option Securities. Any such time and date of delivery for the U.S. Option Securities (a “"Date of Delivery”") shall be determined by the RepresentativesGlobal Coordinator, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the U.S. Option Securities, each of the U.S. Underwriters, acting severally and not jointly, on the basis of the representations and warranties of the Company contained herein and subject to the terms and conditions herein set forth, will purchase that proportion of the total number of U.S. Option Securities then being purchased which the number of Initial U.S. Securities set forth in Schedule A opposite the name of such U.S. Underwriter bears to the total number of Initial U.S. Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Global Coordinator in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: u.s. Purchase Agreement (Mih LTD)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate · Securities at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time on one or more occasions only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. Any such notice shall be given at least one business day prior to the Date of Delivery. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares the Option Securities (in the aggregate multiples of $1000 principal amount at maturity) at the price per share set forth in Schedule BI plus accrued original issue discount, less an amount per share equal if any, from the Closing Time, as hereinafter defined, to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option SecuritiesDate of Delivery, as hereinafter defined. The option hereby granted will expire 45 13 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number amount of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number amount of Option Securities then being purchased which the number principal amount at maturity of Initial Securities set forth in Schedule A II opposite the name of such Underwriter bears to the total number principal amount at maturity of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofsecurities.
Appears in 1 contract
Sources: Underwriting Agreement (Electronic Data Systems Corp /De/)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Trust hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate 1,125,000 STRYPES at the price per share STRYPES set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. B. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Underwriters to the Fund Trust setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “"Date of Delivery”") shall be determined by the RepresentativesUnderwriters, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days (or, in the case of any exercise of said option by notice given after the Closing Time (as hereinafter defined), earlier than two full business days) after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Underwriters in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 165,370 shares of Common Shares Stock, as set forth in the aggregate Schedule A, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the RepresentativesRepresentative, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeTime nor, as hereinafter definedunless the Representative and the Company otherwise agree in writing, prior to the second business day after the date on which such option is exercised. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative in its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Underwriting Agreement (Plymouth Industrial REIT Inc.)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 900,000 shares of Common Shares in the aggregate Stock at the price per share set forth in Schedule B, less ; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and paid or payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 45 days may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total aggregate number of all of the Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] 750,000 shares of Common Shares Stock, as may be necessary to cover overallotments made in connection with the aggregate offering of the Initial Securities, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Time, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedTime (unless such time and date are postponed in accordance with Section 10 hereof). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives in its their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.
Appears in 1 contract
Sources: Underwriting Agreement (Morgan Stanley Direct Lending Fund)