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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule G, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (Access National Corp), Underwriting Agreement (Access National 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 TimeDate nor, as hereinafter definedunless the Representatives and the Company otherwise agree in writing or such Option Closing Date is on the Closing Date, earlier than two business days after the exercise of such option. 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (Insys Therapeutics, Inc.), Underwriting Agreement (Insys Therapeutics, Inc.)
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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriterspurchase, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth in Schedule B, from the Company the Option Securities at the price per share set forth in Schedule GPurchase Price plus accrued interest, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part if any, from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives August 21, 2017 to the 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defineddelivery. If any Option Securities are to be purchased, 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 principal amount of Option Securities then to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased which as the number principal amount of Initial Underwritten Securities set forth in Schedule A opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Section 12 hereof) bears to the total number aggregate principal amount of Initial SecuritiesUnderwritten Securities being purchased from the Company by the several Underwriters, subject in each case subject, however, to such adjustments to eliminate Securities in denominations other than $1,000.00 as the Representatives in their sole discretion shall make make. The Underwriters may, by notice as provided in the immediately following sentence, exercise the option to eliminate purchase Option Securities at any sales time in whole, or purchases of fractional sharesin part, provided that the Additional Closing Date with respect thereto will in no event be (x) earlier than the Closing Date; (y) later than the thirteenth day from, and each including, the Closing Date; or (z) later than the tenth full business day (as hereinafter defined) after the date of such notice. Such option may be exercised by written notice from the Representatives to the Company and setting forth the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number aggregate principal amount of Option Securities then being sold plus accrued interest, if any, as to which the number of Initial option is being exercised and the date and time when the Option Securities set forth in Schedule B opposite the name of the Company or are to be delivered and paid for. Any such Selling Shareholder bears notice shall be given at least two business days prior to the total number date and time of Initial Securitiesdelivery specified therein.
Appears in 2 contracts
Sources: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.), Underwriting Agreement (Apollo Commercial Real Estate Finance, 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth [·] Option Securities at a price per Trust Unit equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less Trust Unit for any Option Securities shall be reduced by an amount per share Trust Unit equal to any dividends or distributions declared declared, paid or payable by the Company and payable Trust on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company Trust and the Selling Shareholders 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 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 all of 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 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securitiesunits.
Appears in 2 contracts
Sources: Underwriting Agreement (Boaz Energy II, LLC), Underwriting Agreement (PermRock Royalty 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 Company and the Selling Shareholders, acting severally and not jointly, Shareholders hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock888,158 Option Securities from the Company and an additional 2,072,368 Option Securities from the Selling Shareholders, respectively, as set forth in Schedule B, at the price per share ADS set forth in Schedule GC, less an amount amount, if any, per share ADS equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon written notice two Business Days (as defined below) prior to the date and time of delivery specified therein by the Representatives Representative to the 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 RepresentativesRepresentative, but shall not be later than seven full business days 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 Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares. Business Day means any day that is not a Saturday, and each a Sunday or other day on which banks are required or authorized by law to be closed in the State of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesNew York.
Appears in 2 contracts
Sources: Underwriting Agreement (SinoTech Energy LTD), Underwriting Agreement (SinoTech Energy 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 Company and the Selling Shareholders, acting severally and not jointly, Stockholder hereby grant an option to the UnderwritersUnderwriter, severally and not jointly, to purchase up to an additional 320,250 6,135,000 shares of Common Stock, as set forth in Schedule B, Stock from the Company and 4,167,300 shares of Common Stock from the Selling Stockholder at the a price of $12.52 per share set forth in Schedule Gshare, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Barclays to the Company and the Selling Shareholders Stockholder setting forth the number of Option Securities as to which the several Underwriters Underwriter 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 RepresentativesBarclays, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the UnderwritersUnderwriter, acting severally the Company and not jointly, the Selling Stockholder agree that the Company and the Selling Stockholder will purchase that proportion of the total sell such number of Option Securities then being purchased which (subject to such adjustments to eliminate fractional shares as the number of Initial Securities set forth Underwriter may determine) in Schedule A opposite the name of such Underwriter bears proportion to the total number of shares of Initial Securities, subject in each case to such adjustments as Securities sold at the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of Closing Time by the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesStockholder.
Appears in 2 contracts
Sources: Underwriting Agreement (MGM Resorts International), Underwriting Agreement (Tracinda 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant 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 320,250 shares of Common Stock, as set forth the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said optionoption (unless postponed in accordance with the provisions of Section 11 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, the Company 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 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (KKR Real Estate Finance Trust Inc.), Underwriting Agreement (KKR Real Estate 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth [ ] Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Section 2(b), 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (TriplePoint Venture Growth BDC Corp.), Underwriting Agreement (TriplePoint Venture Growth BDC 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth in Schedule B, Exhibit A hereto at a price per share equal to the Purchase Price referred to in Section 2(a) hereof; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (Spire Inc), Underwriting Agreement (Laclede 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 Company and each of the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth opposite the names of such Selling Stockholder in Schedule B, Exhibit H hereto 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 G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 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 Company and the Selling Shareholders 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than two full business days after the exercise of such option (unless such option is exercised concurrently with the Closing Date) or 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 Selling Stockholders, severally and not jointly, 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 H opposite the name of such Selling Stockholder bears to the total number of Option Securities set forth in Exhibit H, 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 as the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter bears to the total number of Initial Securities, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell provided that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or shall not be reduced by such Selling Shareholder bears to the total number of Initial Securitiesadjustment.
Appears in 2 contracts
Sources: Underwriting Agreement (Carvana Co.), Underwriting Agreement (Carvana 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 Company and the Selling ShareholdersStockholders as set forth in Schedule B hereby, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [—] shares of Common Stock, in accordance with the allocations among the Selling Stockholders as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 (if other than the Closing Time (as hereinafter defined)) earlier than three full business days 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 among the Underwriters as the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ in their its sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (Restoration Hardware Holdings Inc), Underwriting Agreement (Restoration Hardware 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant 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 320,250 shares of Common Stock, as set forth the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 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 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (Angel Oak Mortgage, Inc.), Underwriting Agreement (Angel Oak Mortgage, 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 Company Forward Seller (with respect to the Borrowed Option Securities) and the Selling Shareholders, acting severally and not jointly, hereby Company (with respect to any Company Top-Up Option Securities) grant an option to the Underwriters, severally and not jointly, Underwriters to purchase up to an additional 320,250 shares Borrowed Option Securities (in the case of Common Stockthe Forward Seller) and Company Top-Up Option Securities (in the case of the Company), as set forth in Schedule B, each case at the purchase price per share set forth in Schedule GA hereto, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company Company, the Forward Seller and the Selling Shareholders Forward Purchaser 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. Within one business day after such notice is given, the Company shall execute and deliver to the Forward Purchaser an additional letter agreement between the Company and the Forward Purchaser (an “Additional Forward Sale Agreement”) relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as hereinafter definedsuch terms are defined in such Additional Forward Sale Agreement), of a number of shares of Common Stock equal to the aggregate number of Borrowed Option Securities being purchased by the Underwriters from the Forward Seller pursuant to the exercise of such option, on terms substantially similar to the Initial Forward Sale Agreement as agreed to by the parties. If Upon the option is exercised as Company’s execution and delivery of such Additional Forward Sale Agreement to all or any portion of the Option SecuritiesForward Purchaser, the Forward Seller will procure that the Forward Purchaser shall promptly execute and deliver such Additional Forward Sale Agreement to the Company. Upon such execution by the Company and the Forward Purchaser, based upon the warranties and representations and subject to the terms and conditions herein contained, the Forward Seller and the Company agree to sell to the Underwriters, and each of the Underwriters, acting severally and not jointly, will purchase agrees to 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 Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 2 contracts
Sources: Underwriting Agreement (Old National Bancorp /In/), Underwriting Agreement (Atlantic Union Bankshares 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 750,000 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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 agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule C, that proportion of the total number of Option Securities then being purchased sold by such Selling Shareholder 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, and each . If less than all of the Company and Option Securities are to be sold, Option Securities will be sold by the Selling Shareholders, acting severally and not jointly, will sell that proportion of Shareholders on a pro rata basis in accordance with the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.B.
Appears in 2 contracts
Sources: Purchase Agreement (Pantry Inc), Purchase Agreement (Pantry 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 937,500 Option Securities at a price per Trust Unit equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less Trust Unit for any Option Securities shall be reduced by an amount per share Trust Unit equal to any dividends or distributions declared declared, paid or payable by the Company and payable Trust on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company Trust and the Selling Shareholders 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 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 all of 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 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securitiesunits.
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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up purchase, in addition to an additional 320,250 shares the Initial Securities, the amount of Common Stock, as Option Securities set forth in opposite the name of the Company on Schedule B, B at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders 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 RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, then each of the Underwriters, acting severally and not jointly, will purchase from the Company (a) 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 SecuritiesSecurities and (b) any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject subject, in each case case, to such adjustments as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as set forth Option Securities at a price per ADS equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less ADS for any Option Securities shall be reduced by an amount per share ADS equal to any dividends or distributions declared declared, paid or payable by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 that proportion of 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 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesADSs.
Appears in 1 contract
Sources: Underwriting Agreement (Sundance Energy Australia 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant 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 320,250 shares of Common Stock, as set forth the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 that proportion of 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 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 330,000 shares of Common Stock, 17 as set forth in on Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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, the Company and each Selling Shareholder, acting severally and not jointly, will sell that proportion of the Option Securities then being purchased which the Maximum Number of Option Securities set forth opposite the name of such person in Schedule B hereto bears to the aggregate Maximum Number of Option Securities to be sold by the Company and the Selling Shareholders in the aggregate, 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 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, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Purchase Agreement (Versatility 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, acting severally and not jointly, to purchase up to an 1,500,000 additional 320,250 shares of Common Stock, as set forth Shares at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Underwriters to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesUnderwriters, and may be the Closing Date (as hereinafter defined), but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter 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, Company will purchase that proportion of sell to the Underwriters 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 sharespurchased, and each of the Company and the Selling ShareholdersUnderwriters will, acting severally and not jointly, will sell that proportion of purchase the total number of Option Securities then being sold which in amounts that are proportionate to the number of Initial Securities that the Underwriters have agreed to purchase hereunder as set forth on Schedule I hereto, subject, however, to such adjustments to eliminate fractional shares as the Representatives in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securitiestheir sole discretion shall make.
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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up from the Company all or any portion of the Option Securities at a price per share equal to an additional 320,250 shares of Common Stock, as set forth the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 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 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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, the Company will sell to the Underwriters such 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 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and each of the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth in Schedule B, [ ] Ordinary Shares at the price per share set forth in Schedule GB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised once in whole or in part from time to time only for the purpose of covering over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the 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 “the "Date of Delivery”") shall be reasonably determined by the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defineddefined and shall be at least four business days following any notice by ▇▇▇▇▇▇▇ ▇▇▇▇▇. 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 its 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, and each of the Company and the Selling ShareholdersUnderwriters, acting severally and not jointly, will sell purchase that proportion of the total number of Option Securities then being sold purchased which the number of Initial Securities set forth in Schedule B A opposite the name of the Company or such Selling Shareholder Underwriter bears to the total number of Initial Securities, first from the Selling Shareholders on a pro rata basis based on the respective ownership of each of the Selling Shareholders as set forth on Schedule D and then from the Company, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of fractional shares. Additionally, each of the Pre-funding Entities agrees to advance the Option Pre-Funding Amount (as defined below) to subscribe for the Option Securities issued by the Company, as set forth below.
Appears in 1 contract
Sources: Purchase Agreement (Telvent Git S A)
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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 1,500,000 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on such Option Securities; and provided, further, that with respect to up to 75,000 of the Option SecuritiesSecurities allocated at the direction of the Company to an entity controlled by the family of the Company’s President and Chief Executive Officer (the “Vafias Family Option Shares”), the Underwriters shall purchase such Vafias Family Option Shares at the Public Offering Price. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 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 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling ShareholdersStockholders indicated on Schedule B hereto as selling Option Securities hereunder, acting severally and not jointly, hereby grant an option to the UnderwritersUnderwriters to purchase, severally and not jointly, to purchase up to an additional 320,250 o shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ Brothers to the Company attorneys-in-fact (as set forth in the Power of Attorney and Custody Agreement) and counsel (as set forth in Section 12 hereof) for the Selling Shareholders 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 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, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the each Selling Shareholders, acting severally and not jointly, Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares -shares of Common Stock, as set forth in Schedule A or B, as the case may be, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the each Selling Shareholders 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 Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option 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, and, as to the Company and each Selling Shareholder, that proportion of which the total number of Securities set forth in Schedule A, in the column titled "Maximum Number of Option Securities" opposite the name of the Company or the Selling Shareholder opposite the name of the Company or the Selling Shareholder bears to the total number of Securities to be sold by the Company and the Selling Shareholder, subject in each case to such adjustments as the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [•] shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GE, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 later than seven (7) 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, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, Partnership hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 1,950,000 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 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 set forth in Section 2(b), 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Atlas Resource Partners, 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 Company and the Selling Shareholders, acting severally and not jointly, Partnership hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 900,000 Units at a price per Unit equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less Unit for any Option Securities shall be reduced by an amount per share Unit equal to any dividends or distributions declared by the Company Partnership and payable or paid on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders 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 RepresentativesRepresentative, but shall not be 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, the Partnership will sell to the Underwriters that number of Option Securities as to which the Underwriters are exercising the Option, 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 Representative in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesUnits.
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 Company and the Selling Shareholders, acting severally and not jointly, Stockholders hereby grant an option to the Underwriters, severally and not jointly, to purchase up to 750,000 Option Securities from the Selling Stockholders, with each Selling Stockholder granting an additional 320,250 shares option to purchase up to that number of Common Stock, as Option Securities set forth in opposite such Selling Stockholder’s name on Schedule BB hereto, at the price per share set forth in Schedule GA hereto, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 not, without the consent of the Company, be earlier than two full business days 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 hereto 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 their sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant may grant, if so provided in the applicable Terms Agreement, an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 number of shares of Common Stock, Stock from the Selling Shareholders as set forth in Schedule Btherein, at the price per share set forth in Schedule Gtherein, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof of such Terms Agreement and may be exercised in whole or in part (ratably among the Selling Shareholders) from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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 each such Underwriter has agreed to purchase as set forth in Schedule A the applicable Terms Agreement opposite the name of such Underwriter bears to the total number of Initial Securities, and the Selling Shareholders, acting severally and not jointly, shall sell that proportion of the total number of Option Securities then being purchased which the number of Initial Securities each such Selling Shareholder has agreed to sell as set forth in the applicable Terms Agreement opposite the name of such Selling Shareholder bears to the total number of Initial Securities being sold by the Selling Shareholders, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Underwriting Agreement (American Axle & Manufacturing 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 Company and the Selling Shareholders, acting severally and not jointly, Partnership hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 1,140,000 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 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 set forth in Section 2(b), 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Atlas Resource Partners, L.P.)
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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriterspurchase, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth in Schedule B, from the Company the Option Securities at the price per share set forth in Schedule GPurchase Price plus accrued interest, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part if any, from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives March 17, 2014 to the 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defineddelivery. If any Option Securities are to be purchased, 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 principal amount of Option Securities then to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased which as the number principal amount of Initial Underwritten Securities set forth in Schedule A opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Section 12 hereof) bears to the total number aggregate principal amount of Initial SecuritiesUnderwritten Securities being purchased from the Company by the several Underwriters, subject in each case subject, however, to such adjustments to eliminate Securities in denominations other than $1,000.00 as the Representatives in their sole discretion shall make make. The Underwriters may exercise the option to eliminate purchase Option Securities at any sales time in whole, or purchases of fractional sharesin part, and each on or before the thirtieth day following the date of the Company and Prospectus, by written notice from the Selling Shareholders, acting severally and not jointly, will sell that proportion of Representatives to the total number Company. Such notice shall set forth the aggregate principal amount of Option Securities then being sold plus accrued interest, if any, as to which the number option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of Initial Securities set forth such notice (unless such time and date are postponed in Schedule B opposite accordance with the name provisions of the Company or Section 12 hereof). Any such Selling Shareholder bears notice shall be given at least two business days prior to the total number date and time of Initial Securitiesdelivery specified therein.
Appears in 1 contract
Sources: Underwriting Agreement (Apollo Commercial Real Estate Finance, Inc.)
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, the Forward Purchasers (or in the event the Company issues and sells shares of Common Stock to the Underwriters pursuant to Section 12(b) hereof, the Company) and the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 1,464,728 shares of Common Stock, as set forth in Schedule BSchedules B-1 and B-2, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company Company, the Forward Purchasers and the Selling Shareholders 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 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 from the Forward Purchasers and the Selling Stockholders, on a pro-rata basis, in accordance with the Applicable Percentage (as defined below) 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. For purposes hereof, and each the “Applicable Percentage” shall, with respect to the Forward Purchasers, equal 35.84283% and, with respect to the Selling Stockholders, equal 64.15717%.
(ii) If the Company does not meet all of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion conditions to effectiveness set forth in either of the total number Forward Agreements on or prior to the relevant Date of Option Securities then being sold which Delivery, either of the Forward Purchasers, individually, in its sole discretion, may choose not to borrow and deliver for sale the number of Initial Borrowed Securities set forth in Schedule B B-1 opposite the name of such Forward Purchaser under the column entitled “Maximum Number of Option Securities to Be Sold”. In addition, in the event that either of the Forward Purchasers is unable to borrow and deliver for sale under this Agreement all of the additional Borrowed Securities set forth in Schedule B-1 opposite the name of such Forward Purchaser or if, in such Forward Purchaser’s sole judgment, it is impracticable to do so or would entail a stock loan cost in excess of 40 basis points per annum, (y) the number of shares of Common Stock such Forward Purchaser is able to borrow at a cost of 40 basis points per annum or less, if any, will be added to the number of shares of Common Stock that the other Forward Purchaser is able to borrow at a cost of 40 basis points per annum or less, and the Forward Purchasers shall only be required to deliver for sale the aggregate number of shares of Common Stock that the Forward Purchasers are able to borrow and (z) the Forward Purchasers will deliver the aggregate number of shares of Common Stock referred to in clause (y) above on a pro rata basis.
(iii) If, pursuant to Section 2(b)(ii), either of the Forward Purchasers does not borrow and deliver for sale the number of Borrowed Securities set forth in Schedule B-1 opposite the name of such Forward Purchaser under the column entitled “Maximum Number of Option Securities to Be Sold”, such Forward Purchaser will use its best efforts to notify the Company or such Selling Shareholder bears to and the total number other Forward Purchaser no later than the Date of Initial SecuritiesDelivery.
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 Company and the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 584,248 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders Stockholders 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 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 Underwriters elect to exercise the option hereby granted by the Company and the Selling Stockholders in part, the Underwriters hereby agree to purchase all of the Options Securities of the Selling Stockholders prior to purchasing any Option Securities of the Company. If less than all of the Option Securities of the Selling Stockholders are to be purchased, then the Underwriters shall purchase from each Selling Stockholder a number of Option Securities equal to the portion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Schedule B opposite the name of such Selling Stockholder bears to the total number of Option Securities of all Selling Stockholders, subject in each case to such adjustments as the Representatives in their 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, then 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, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the number of Common Stock, as set forth Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 that proportion of 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 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 772,500 shares of Common Stock, as set forth Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering over-over allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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, the Company will sell to the Underwriters 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, Partnership hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 975,000 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 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 set forth in Section 2(b), 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Atlas Resource Partners, 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares [—] Option Securities at a price per share equal to the Purchase Price referred to in Section 2(a) above, for the sole purpose of Common Stock, as set forth covering over-allotments in Schedule B, at connection with the sale of the Initial Securities; provided that the price per share set forth in Schedule G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared payable or paid by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Option Securities Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Option Securities 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 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. If the option is exercised for a portion, and each but not all, of the Company and the Option Securities, each Option Securities Selling Shareholders, acting severally and not jointly, Shareholder will sell that proportion of the total number of Option Securities then being sold purchased which the number of Initial Securities set forth in Schedule B in the column titled "Maximum Number of Option Securities" opposite the name of the Company or such Option Securities Selling Shareholder bears to the total number of Initial Option 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 Company and each of the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth in Schedule B, Exhibit I opposite the names of the Company and the Selling Shareholders 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 G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be 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, the Company and each of the Selling Shareholders, severally and not jointly, 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 I opposite the name of the Company or such Selling Shareholder, as the case may be, bears to the total number of Option Securities set forth in Exhibit I, 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 Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares aggregate of Common Stock, as set forth 2,250,000 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be 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, Company will purchase that proportion of sell to the Underwriters the total number of Option Securities then being purchased which and each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities that bears the same proportion to the total number of Option Securities to be purchased as the number of Initial Securities set forth in Schedule on Exhibit A 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 Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Section 2(b), 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Underwriting Agreement (TriplePoint Venture Growth BDC 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 Company and the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [•] shares of Common Stock, as Stock from the Selling Stockholders in the respective amounts set forth opposite their names in Schedule BE, at the price per share set forth in Schedule GB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives M▇▇▇▇▇▇ L▇▇▇▇ to the 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 RepresentativesM▇▇▇▇▇▇ L▇▇▇▇, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option 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, and each of the Company and the Selling ShareholdersStockholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold purchased by the Underwriters which the number Maximum Number of Initial Option Securities to be sold set forth in Schedule B E opposite the name of the Company or such Selling Shareholder Stockholder bears to the total number of Initial Option Securities, subject in each case to such adjustments as M▇▇▇▇▇▇ L▇▇▇▇ in its 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase acquire through the facilities of DTC by way of a crediting of such Securities on the books of DTC to securities accounts of the Underwriters up to an additional 320,250 shares of Common Stock1,050,000 Ordinary Shares of, as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 for the sale and delivery for transfer of such Option Securities. Any such time and date of delivery sale and transfer (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase acquire through the facilities of DTC by way of a crediting of such Securities on the books of DTC to securities accounts of the Underwriters that proportion of the total number of Option Securities then being purchased acquired 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 their sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant 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 320,250 shares of Common Stock, as set forth the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 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 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than two full business days after the exercise of such option (unless such option is exercised concurrently with the Closing Date) or 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, the Company will sell to the Underwriters that proportion of 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 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Applied Genetic Technologies 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth opposite the name of the respective Underwriters in Schedule B, Exhibit A (under Option Securities) hereto 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 G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be 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, 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 Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and Selling Unitholder hereby grants to the Selling Shareholders, acting severally and not jointly, hereby grant several Underwriters an option to purchase, ratably in accordance with the Underwritersnumber of Initial Securities to be purchased by each Underwriter, severally and not jointly, all or a portion of the Option Securities at a price per Common Unit equal to purchase up the Purchase Price referred to an additional 320,250 shares of Common Stock, as set forth in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Underwriters to the Company and the Selling Shareholders Unitholder 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 RepresentativesUnderwriters, but shall not be 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 Selling Unitholder 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 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Underwriters in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securitiesunits.
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 Company and the Selling ShareholdersStockholders hereby, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 — shares of Class A Common Stock, in accordance with the allocations among the Selling Stockholders as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 (if other than the Closing Time (as hereinafter defined)) earlier than three full business days 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 their its sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Purchase Agreement (Restoration Hardware 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth opposite the names of the Company in Schedule B, Exhibit A hereto 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 G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 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 10 hereof, 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, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, Partnership hereby grant an option grants 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 320,250 shares be purchased by each Underwriter, all or a portion of Common Stock, as set forth in Schedule B, the Option Securities at a price equal to the Purchase Price (the “Over-Allotment Option”); provided that the price per share set forth in Schedule G, less unit for any Option Securities shall be reduced by an amount per share unit equal to any dividends or distributions declared by the Company Partnership and payable or paid on the Initial Securities but not payable on the such Option Securities. The option hereby granted Over-Allotment Option will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option Over-Allotment 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 later than seven full business days after the exercise of said optionthe Over-Allotment Option, nor in any event prior to the Closing TimeDate, as hereinafter defined. If the option Over-Allotment Option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, Partnership will purchase sell to the Underwriters that proportion of the total number of Option Securities then being purchased as to which the Underwriters are exercising the Over-Allotment Option, and the Underwriters’ respective obligations to purchase any such Option Securities are several in proportion to the number of Initial Securities set forth in opposite their respective names on Schedule A opposite the name of such Underwriter bears to the total 1 hereto, including any additional number of Initial SecuritiesSecurities that such Underwriter was obligated to purchase pursuant to the provisions of Section 10 hereof, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesCommon Units.
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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [•] shares of Common Stock, as set forth in Schedule B, at the price per share set forth in paragraph 2 of Schedule GE, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 later than seven (7) 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, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock5,769,230 Ordinary Shares, as set forth in Schedule B, at the price per share set forth in Schedule Gof $25.22, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the 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 RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option 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 Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares. In the event and to the extent that the Underwriters exercise the option to purchase Option Securities, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which to be so purchased from each applicable Selling Shareholder on the applicable Date of Delivery shall bear the same proportion to the maximum number of Initial Option Securities to be sold by such Selling Shareholder as the maximum number of Option Securities set forth in Schedule B hereto opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesOption Securities that may be purchased hereunder (subject to such adjustments to eliminate fractional shares as the Representative may determine).
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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [—] shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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 their sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Allison Transmission 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 Company and the Selling ShareholdersStockholders hereby, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 — shares of Common Stock, in accordance with the allocations among the Selling Stockholders as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 (if other than the Closing Time (as hereinafter defined)) earlier than three full business days 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 their its sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Purchase Agreement (Restoration Hardware 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 Company and the Selling ShareholdersShareholder, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as · ADSs at the price per ADS set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share Ordinary Share represented by such ADSs equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 calendar days after the date hereof of this Agreement and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 two or later than seven ten 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 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 in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares; provided that if the option is exercised as to a portion of the Option Securities, and each of the Option Securities shall be purchased from the Company and the Selling Shareholders, acting severally and not jointly, will sell that Shareholders pro rata in the proportion of the total number of Option Securities then being sold which purchased that the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities, subject in each case to such adjustments among the Company and the Selling Shareholder in its sole 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [ ] shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule G, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securitiesparagraph (a) above. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from at any time to time on or before the 30th day after the date hereof only for the purpose of covering over-allotments that allotments, which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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 their sole 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, on its own behalf and each for its own business reasons, agrees to pay Citi, for the account of the Company and Underwriters, the Selling Shareholders, acting severally and not jointly, will sell that proportion of amount per Option Security set forth on Schedule I for each Option Security purchased by such Underwriter (the total number of “Option Securities then being sold which Manager Offering Payment” and collectively with the number of Initial Securities set forth in Schedule B opposite Manager Offering Payment, the name of the Company or such Selling Shareholder bears to the total number of Initial Securities“Manager Offering Payments”).
Appears in 1 contract
Sources: Underwriting Agreement (American Capital Mortgage 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock3,750,000 Ordinary Shares, as set forth in Schedule B, at the price per share set forth in Schedule Gof $25.25, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the 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 RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option 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 Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares. In the event and to the extent that the Underwriters exercise the option to purchase Option Securities, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which to be so purchased from each applicable Selling Shareholder on the applicable Date of Delivery shall bear the same proportion to the maximum number of Initial Option Securities to be sold by such Selling Shareholder as the maximum number of Option Securities set forth in Schedule B hereto opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesOption Securities that may be purchased hereunder (subject to such adjustments to eliminate fractional shares as the Representative may determine).
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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 750,000 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Section 2(b), 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Underwriting Agreement (TriplePoint Venture Growth BDC 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the UnderwritersInitial Purchasers, severally and not jointly, to purchase up to an additional 320,250 shares U.S.$15,000,000 aggregate principal amount of Common Stock, as set forth in Schedule B, Option Securities at the a price per share set forth in Schedule G, less an amount per share equal to any dividends or distributions declared by the Company Purchase Price referred to in Section 2(a) above, plus accrued and payable on unpaid interest from the Initial Securities Closing Date to, but not payable on excluding, the applicable Option SecuritiesClosing Date (as defined below). The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number principal 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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, the Company will sell to the Initial Purchasers and 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 principal amount of Initial Securities set forth in Schedule Exhibit A opposite the name of such Underwriter Initial Purchaser, plus any additional principal amount of Initial Securities which such Initial Purchaser 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number principal amount of 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 Company and the Selling Shareholders, acting severally and not jointly, Partnership hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth 38,250 Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable Partnership on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Underwriters to the Company and the Selling Shareholders 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 RepresentativesUnderwriters, but shall not be 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 set forth in Section 2(b), 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 their discretion Underwriters shall make agree to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Atlas Resource Partners, 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [ ] shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the 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 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 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 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 its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Purchase Agreement (Lincoln Educational Services 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 Company and the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth opposite the names of the Selling Stockholders in Schedule B, Exhibit B hereto 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 G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 Selling Stockholders, severally and not jointly, will sell to the Underwriters that portion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit B opposite the name of such Selling Stockholder, as the case may be, bears to the total number of Option Securities set forth in Exhibit B, 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Sinclair Broadcast 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up any or all of the Option Securities at a price per share equal to an additional 320,250 shares of Common Stock, as set forth the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedDate. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Light Sciences Oncology Inc)
Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the other terms and conditions herein set forthforth in this Agreement, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase from the Company up to an additional 320,250 shares of Common Stock, as set forth in Schedule B, 330,579 Option Securities at the price Purchase Price per share; provided that the Purchase Price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at 11:59 P.M. (New York City time) on the 30th day after the date hereof Execution Time and may be exercised in whole or in part from time to time only for in one or more (but not more than three) installments, including at the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities Closing Date, upon written notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option to purchase and the time and date of payment and delivery for such Option Securities. Any such time and date of payment for and delivery of such Option Securities (a an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesRepresentative, but shall not be 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 to purchase is exercised as to all or any portion of the Option Securities, the Company will issue and sell to the Underwriters, severally and not jointly, 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 Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock1,800,000 Ordinary Shares, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the 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 unless such Date of Delivery is the same as the Closing Time as herein defined or otherwise agreed by the Representative, the Company and the Selling Shareholders in writing, the Date of Delivery shall not be later than seven full business days days, or earlier than two full business days, after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter herein 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 its discretion shall make to eliminate any sales or purchases of fractional shares. If the option is exercised as to some but not all of the Option Securities (the “Exercised Portion”), and each of the Exercised Portion will be sold by the Company and the Selling Shareholders, acting severally and not jointly, will sell that Shareholders in proportion of to the total number maximum numbers of Option Securities then being to be sold which the number of Initial Securities by them as set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securitieshereto.
Appears in 1 contract
Sources: Underwriting Agreement (Funtalk China 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 forthforth herein, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, acting severally and not jointly, to purchase up to an 3,000,000 additional 320,250 shares of Common Stock, as set forth Shares at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Underwriters to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesUnderwriters, and may be the Closing Date (as hereinafter defined), but shall not be earlier than three full business days or 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, Company will purchase that proportion of sell to the Underwriters 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 sharespurchased, and each of the Company and the Selling ShareholdersUnderwriters will, acting severally and not jointly, will sell that proportion of purchase the total number of Option Securities then being sold which in amounts that are proportionate to the number of Initial Securities that the Underwriters have agreed to purchase hereunder as set forth on Schedule I hereto, subject, however, to such adjustments to eliminate fractional shares as the Representatives in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securitiestheir sole discretion shall make.
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 Company and the Selling ShareholdersShareholders specified on Schedule B, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 - shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 for the Option Securities (a “"Date of Delivery”") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the purchase of Option Securities shall be made initially among the Selling Shareholders in proportion to the maximum number of Option Securities to be sold by each Selling Shareholder as set forth in Schedule B until the Selling Shareholders have sold the maximum number of Option Securities to be sold by the Selling Shareholders as set forth in Schedule B and then from the Company, 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 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, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an the respective numbers of additional 320,250 shares of Common Stock, as Stock set forth in Schedule B, F opposite the name of the Company and the Selling Shareholders at the price per share set forth in Schedule GB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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, the Company and each of the Selling Shareholders, severally not jointly, will sell to the Underwriters that proportion of the number of Option Securities then being purchased which the number of Option Securities set forth in Schedule F opposite the name of the Company or such Selling Shareholder, as the case may be, bears to the total number of Option Securities set forth in Schedule 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 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase an aggregate of up to an additional 320,250 shares of Common Stock3,264,720 Ordinary Shares, as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option 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 their sole discretion shall make to eliminate any sales or purchases of fractional shares, and each . Delivery of the Company and Option Securities by the Selling Shareholders, acting severally and not jointly, will sell that proportion Shareholder shall be made by way of the total number following steps: (i) the transfer of legal title to the Initial Securities from the CS Depositary Nominee to Cede (as nominee for DTC), (ii) the registration of the Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of Cede, (iii) the Company or crediting of such Selling Shareholder bears Option Securities on the books of DTC to respective accounts of the total number Underwriters, and (iv) the cancellation of Initial Securities.the depositary receipts representing the Option Securities issued by GTU Ops Inc.
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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth opposite the names of the Company in Schedule B, Exhibit H hereto at a price per share equal to the price per Initial Security referred to in Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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 H opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit H, 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up purchase, in addition to an additional 320,250 shares the Initial Securities, the amount of Common Stock, as Option Securities set forth in opposite the name of the Company on Schedule B, B at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 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 options are exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase from the Company (a) that proportion of the total number of Option Securities then being purchased from the Company which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial SecuritiesSecurities and (b) any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject subject, in each case case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Purchase Agreement (Republic Banking Corp of Florida)
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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 443,512 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GD, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative(s) to the Company and the Selling Shareholders setting Shareholderssetting 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(s), but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option 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 Representative(s) in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule Section B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesSecurities to be sold by the Selling Shareholders.
Appears in 1 contract
Sources: Purchase Agreement (Cobiz 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 Company and the Selling ShareholdersShareholder(s), acting severally and not jointly, hereby grant grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 l shares of Class A Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders Shareholder(s) 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedand with respect to any exercise of such option after the Closing Time, shall not be earlier than two full business days after the exercise of said option. 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, 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 subject, in each case case, to such adjustments as the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ in their its sole discretion shall make to eliminate any sales or purchases of fractional shares, and each . If the option is exercised as to a portion of the Option Securities, the Option Securities shall be purchased first from the Company and then, on a pro rata basis, from the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Shareholders selling Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securitieshereunder.
Appears in 1 contract
Sources: Purchase Agreement (Ameresco, 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, Representative on behalf of the Managers to purchase up to an additional 320,250 shares [o] shares, in the form of Common StockOrdinary Shares or ADSs, as set forth in Schedule B(provided, however, that the number of Option Securities offered and sold into the United States may not exceed 15% of the Initial Securities) at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters Managers are then exercising the option option, whether all or a portion of such Option Shares are to be delivered in the form of ADSs, 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 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 UnderwritersManagers, 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 Manager bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 1,200,000 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule G, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securitiesparagraph (a) above. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from at any time to time on or before the 30th day after the date hereof only for the purpose of covering over-allotments that allotments, which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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 their sole 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, on its own behalf and each for its own business reasons, agrees to pay Citi, for the account of the Company and Underwriters, the Selling Shareholders, acting severally and not jointly, will sell that proportion of amount per Option Security set forth on Schedule I for each Option Security purchased by such Underwriter (the total number of “Option Securities then being sold which Manager Offering Payment” and collectively with the number of Initial Securities set forth in Schedule B opposite Manager Offering Payment, the name of the Company or such Selling Shareholder bears to the total number of Initial Securities“Manager Offering Payments”).
Appears in 1 contract
Sources: Underwriting Agreement (American Capital Mortgage 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of [•] Common Stock, as set forth in Schedule B, Shares at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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, and each in connection with the sale of any Option Securities, the Manager agrees to pay to ▇▇▇▇▇▇▇ ▇▇▇▇▇, for the account of the Company and Underwriters, the Selling Shareholders, acting severally and not jointly, will sell that proportion of amount per Option Security set forth on Schedule C for each Option Security purchased by such Underwriter (the total number of “Option Securities then being sold which Manager Offering Payment,” and collectively with the number of Initial Securities set forth in Schedule B opposite Manager Offering Payment, the name of the Company or such Selling Shareholder bears to the total number of Initial Securities“Manager Offering Payments”).
Appears in 1 contract
Sources: Purchase Agreement (PennyMac Mortgage Investment 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase from the Selling Shareholders up to an additional 320,250 900,000 shares of Common StockStock solely for the purpose of covering over-allotments made in connection with the offering of the Initial Securities, as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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 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 their sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling ShareholdersShareholders shall sell, acting severally and not jointly, will sell that such Option Securities in the proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesShareholder.
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 Company and the Selling Shareholders, acting severally and not jointlyCompany, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [●] shares of Common Stock, as set forth common stock at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be later than seven (7) full business days after the exercise of said option, option nor in any event prior to the Closing Time, as hereinafter definedDate (unless postponed in accordance with the provisions of 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 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 their discretion shall make to eliminate any sales or purchases of fractional shares. In addition, and each in connection with the sale of any Option Securities, the Company and Adviser agrees to make the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Adviser Sales Load Payment with respect to such Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Palmer Square Capital BDC 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock[ ] Shares, as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities after the Closing Time but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedand with respect to any exercise of such option after the Closing Time, shall not be earlier than two full business days after the exercise of such option. 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 pro rata from each of the Selling Shareholders in proportion to the number of Option Securities set forth in Schedule B opposite the name of such Selling Shareholder 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 their sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Arcos Dorados 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 Company and the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [__________] shares of Common Stock, as set forth in Schedule BD, at the price per share set forth in Schedule GB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 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, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [—] shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the 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 RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase purchase, pro rata from the Company and the Selling Shareholders, 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 their its sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and each of the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth in Schedule B, H opposite the names of the Selling Shareholders 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 G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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”an "Option Closing Date") shall be determined by the Representatives, but shall not be 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 Selling Shareholders, severally and not jointly, 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 Schedule H opposite the name of such Selling Shareholder, as the case may be, bears to the total number of Option Securities set forth in Schedule H, 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Radiation Therapy Services 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 Company and the Selling Shareholders, acting severally and not jointly, Shareholder hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock2,595,000 Ordinary Shares, as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option 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 their sole discretion shall make to eliminate any sales or purchases of fractional shares, and each . Delivery of the Company and Option Securities by the Selling Shareholders, acting severally and not jointly, will sell that proportion Shareholder shall be made by way of the total number following steps: (i) the cancellation of the depositary receipts representing the Option Securities then being sold which by the number CS Depositary Nominee, as nominee of Initial Computershare Trustees (Jersey) Limited, (ii) the transfer of the Option Securities set forth from the CS Depositary Nominee to Cede & Co. (as nominee for DTC), (iii) the registration of the Option Securities in Schedule B opposite the name of Cede & Co., and (iv) the Company or crediting of such Selling Shareholder bears Option Securities on the books of DTC to respective accounts of the total number of Initial SecuritiesUnderwriters.
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 Company and the Selling Shareholders, acting severally and not jointlyCompany, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth opposite the name of the Company on Exhibit H hereto at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 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 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be earlier than two full business days after the exercise of such option (unless such option is exercised concurrently with the Closing Date) or 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 that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit G opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit G, 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 as the number of Initial Securities set forth in Schedule Exhibit A hereto opposite the name of such Underwriter bears to the total number of Initial Securities, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell provided that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or shall not be reduced by such Selling Shareholder bears to the total number of Initial Securitiesadjustment.
Appears in 1 contract
Sources: Underwriting Agreement (Carvana 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 522,000 shares of Common Stock, as set forth Option Securities at a price per share equal to the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 days at the close of business on the 30th day after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the Representatives, but shall not be 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, the Company will sell to the Underwriters 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial 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 Forward Seller (with respect to Borrowed Option Securities) and the Company (with respect to Company Option Securities and the Selling Shareholders, acting severally and not jointly, Company Top-Up Option Securities) hereby grant 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 320,250 1,650,000 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the Company and the Selling Shareholders 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 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 Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling Shareholders, acting severally severally, in accordance with that proportion of the total number of Option Securities set forth in Schedule B which the number of Option Securities set forth in Schedule B opposite the name of the respective Selling Shareholder bears to the total number of Option Securities (such proportion, as it relates to each Selling Shareholder, the "Proportionate Share"), and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 1,338,750 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and hereby grants an option to the Selling ShareholdersUnderwriters, acting severally and not jointly, to purchase up to an additional • Securities at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities and the Selling Stockholders hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an that number of additional 320,250 shares of Common Stock, as Securities set forth in on Schedule B, at B opposite the price per share set forth in Schedule Gname of such Selling Stockholder, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time on up to two occasions only for the purpose of covering over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 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, (i) the Option Securities will be sold to the Underwriters, severally and not jointly, by the Company and the Selling Stockholders on a pro rata basis between the Company, on the one hand, and the Selling Stockholders, on the other hand, in proportion to the total number of Option Securities to be sold by the Company, on the one hand, and the Selling Stockholders, on the other hand, and (ii) 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, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Purchase Agreement (Horizon Technology 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 Company and the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [—] shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Representative to the 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 RepresentativesRepresentative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option 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 its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and . Option Securities will be purchased first from the Selling Shareholders, acting severally and not jointly, will sell that Stockholders listed on Schedule B in a pro rata fashion based on the proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears Stockholder to the total number of Initial SecuritiesOption Securities set forth beside the names of all Selling Stockholders on Schedule B, and then from the Company, subject, in each case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant 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 320,250 shares of Common Stock, as set forth the Purchase Price referred to in Schedule B, at Section 2(a) above; provided that the price per share set forth in Schedule G, 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 Company and payable 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 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives Underwriters to the 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 an “Date of DeliveryOption Closing Date”) shall be determined by the RepresentativesUnderwriters, but shall not be 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 Underwriters in their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock[—] Shares, as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities after the Closing Time but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter definedand with respect to any exercise of such option after the Closing Time, shall not be earlier than two full business days after the exercise of such option. 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 pro rata from each of the Selling Shareholders in proportion to the number of Option Securities set forth in Schedule B opposite the name of such Selling Shareholder 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 their sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Arcos Dorados 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 Company and each of the Selling ShareholdersStockholders named in Exhibit E hereto, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares the respective numbers of Common Stock, as Option Securities set forth in Schedule B, Exhibit E opposite the names of such Selling Stockholders 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 G, less for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted will expire 30 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders Stockholders named in Exhibit E hereto 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 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 Selling Stockholders named in Exhibit E hereto, severally and not jointly, 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 E opposite the name of such Selling Stockholder, bears to the total number of Option Securities set forth in Exhibit E, 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 their discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Volcom 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock300,000 Option Securities and the Selling Shareholder hereby grants an option to the Underwriters, as set forth severally and not jointly, to purchase up to an additional 300,000 Option Securities, in Schedule Beach case, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option options hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the options are exercised as to only a portion of the Option Securities, the Company and the Selling Shareholder will sell their pro rata portion of the Option Securities to be purchased by the Underwriters. 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, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Purchase Agreement (Heico 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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 _______ shares of Common Stock, as set forth in Schedule BD, at the price per share set forth in Schedule GB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant an option options to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 384,750 shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option options hereby granted will expire 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 over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 later than seven full business days after the exercise of said optionoptions, nor in any event prior to the Closing Time, as hereinafter defined. If the option is options are 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. If the options are not exercised in full, and then Option Securities purchased by the Underwriters shall be purchased pro rata as among each of the Company Selling Stockholder and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial SecuritiesCompany.
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 Company and the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [·] shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Company and the Selling Shareholders 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 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 its discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of Initial Securities.
Appears in 1 contract
Sources: Purchase Agreement (GameFly Inc.)
Option Securities. In addition, on On the basis of the representations and warranties herein contained and contained, but subject to the terms and conditions herein set forth, the Company and hereby grants to the Selling Shareholders, acting severally and not jointly, hereby grant several Underwriters an option to the Underwriterspurchase, severally and not jointly, in the aggregate, up to [●] Ordinary Shares (the “Option Shares”), Series A warrants (the “Series A Option Warrants”) to purchase up to an additional 320,250 shares [●] Ordinary Shares (the “Series A Option Warrant Shares”), and Series B warrants (the “Series B Option Warrants” and together with the Series A Option Warrants, the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) to purchase up to [●] Ordinary Shares (the “Series B Option Warrant Shares” and together with the Series A Option Warrant Shares, the “Option Warrant Shares”),which may be purchased in any combination of Common Stock, as set forth in Schedule B, Option Shares and/or Option Warrants at the price per share set forth in Schedule GShare Purchase Price and/or Warrant Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securitiesrespectively. The option hereby granted will expire 30 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 45 days after the purpose of covering over-allotments that may be made in connection with the offering and distribution date of the Initial Securities Prospectus (as defined below) upon notice (confirmed in writing) by the Representatives Representative to the Company and the Selling Shareholders setting forth the aggregate number of Option Securities 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 the RepresentativesRepresentative, when the Option Securities 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 (as defined below) or later than seven full business days the tenth Business Day after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If date on which the option is exercised as shall have been exercised. The number of Option Securities to all or any portion of be purchased by each Underwriter shall be the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Securities then being to be purchased which by the Underwriters as the number of Initial Firm Securities set forth in Schedule A opposite the name of to be purchased by 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, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion is of the total number of Firm Securities to be purchased by the Underwriters, as adjusted by the Representative in such manner as the Representative deems advisable to avoid fractional shares. No Option Securities then being shall be sold which and delivered unless the number of Initial Firm Securities set forth in Schedule B opposite the name of the Company previously have been, or such Selling Shareholder bears to the total number of Initial Securitiessimultaneously are, sold and delivered.
Appears in 1 contract
Sources: Underwriting Agreement (Elite Education Group International 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 Company and each of the Selling Shareholders, acting severally and not jointly, Shareholders indicated on Schedule D hereto hereby grant an option options to the UnderwritersInternational Managers, severally and not jointly, to purchase up to an the additional 320,250 number of shares of Class B Common Stock, as Stock set forth in Schedule BD hereto and the Company hereby grants an option to the International Managers severally and not jointly, to purchase 78,000 additional shares of Class B Common Stock, in each case at the price per share set forth in Schedule GB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial International Securities but not payable on the International Option Securities. The option options hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial International Securities upon notice by the Representatives Lead Managers to the Company and or the Selling Shareholders Shareholders, as the case may be, 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 (a “"Date of Delivery”") shall be determined by the RepresentativesLead Manager(s), but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is options are 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 Representatives Lead Manager(s) in their discretion shall make to eliminate any sales or purchases of fractional shares. If the option is exercised as to less than all of the International Option Securities, and each of the Company and the Selling Shareholders, acting severally and not jointly, Shareholders will sell that proportion additional shares of Class B Common Stock to the International Managers pro rata on the basis of the total number of International Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears allocated to the total number of Initial Securitiesthem.
Appears in 1 contract
Sources: u.s. Purchase Agreement (Federated Investors Inc /Pa/)
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 Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 [•] shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule GA, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that may be overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the 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 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 their sole discretion shall make to eliminate any sales or purchases of fractional shares, and each of the Company and the Selling Shareholders, acting severally and not jointly, will sell that proportion of the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of 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 Company and the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 __________ shares of Common Stock, Stock as set forth in Schedule B, at the price per share set forth in Schedule GC, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 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 over-allotments that which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders 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 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, and each . If less than all of the Company and Option Securities are to be sold, Option Securities will be sold by the Selling Shareholders, acting severally and not jointly, will sell that proportion of Stockholders on a pro rata basis in accordance with the total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite B; provided that, notwithstanding the name foregoing, up to 300,000 (pre-split) of the Company Option Securities to be sold by Edward Stack or such Selling Shareholder bears to the total number members of Initial SecuritiesEdward Stack's family will be sold first befo▇▇ ▇▇▇ ▇▇▇▇▇ Option Securit▇▇▇.
Appears in 1 contract