Common use of Option Securities Clause in Contracts

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] Common Shares, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s), but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 3 contracts

Sources: Underwriting Agreement (Guggenheim Active Allocation Fund), Underwriting Agreement (Cohen & Steers Real Estate Opportunities & Income Fund), Underwriting Agreement (PIMCO Access Income Fund)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] Common Sharesthe number of Option Securities set forth in Schedule B, at the price per share set forth in the Final Term Sheet attached to Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Sources: Purchase Agreement (Pebblebrook Hotel Trust), Purchase Agreement (Pebblebrook Hotel Trust)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company [and the Selling Stockholders, acting severally and not jointly,] hereby grants grant[s] an option to the Underwriters, severally and not jointly, to purchase up to an additional [] shares of Common SharesStock, [as set forth in Schedule B,] at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representative to the Fund Company [and the Selling Stockholders] setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representative, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Sources: Underwriting Agreement, Underwriting Agreement (E2open Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] Common Sharesthe Option Securities, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. A. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments sales of Ordinary Shares in excess of the number that may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days Business Days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total aggregate number of Initial Securities, subject in each case to such adjustments as BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional sharesOrdinary Shares.

Appears in 2 contracts

Sources: Underwriting Agreement (Theravance Biopharma, Inc.), Underwriting Agreement (Theravance Biopharma, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] ______ shares of Common SharesStock, as set forth in Schedule A, at the price per share set forth in Schedule BD, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representative, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Sources: Underwriting Agreement (Riverview Bancorp Inc), Underwriting Agreement (Riverview Bancorp Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [_____] shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Merrill Lynch to the Fund Company setting forth the number of Option Securities as to which Securi▇▇▇▇ ▇▇ ▇▇ ▇▇ich 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 Representative(s)Merrill Lynch, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise af▇▇▇ ▇▇▇ ▇▇▇▇▇ise of said option 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 BofA Securities Merrill Lynch in its sole discretion shall make to eliminate any sales or purchases of fractional p▇▇▇▇▇▇▇s ▇▇ ▇ractional shares.

Appears in 2 contracts

Sources: Purchase Agreement (Caribou Coffee Company, Inc.), Purchase Agreement (Caribou Coffee Company, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 600,000 shares of Common SharesStock, as set forth in Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Sources: Purchase Agreement (Philadelphia Consolidated Holding Corp), Purchase Agreement (Philadelphia Consolidated Holding Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [] shares of Common SharesStock, as set forth in Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Sources: Underwriting Agreement (Hudson Pacific Properties, Inc.), Underwriting Agreement (Hudson Pacific Properties, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 1,500,000 Common Shares, as set forth in Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall be at least one business day after the exercise of said option and shall not be earlier than three nor later than seven five full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Sources: Purchase Agreement (Government Properties Income Trust), Purchase Agreement (Government Properties Income Trust)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Stockholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 3,300,000 shares of Common Shares, Stock at the price per share set forth in Schedule B3, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company and the Selling Stockholder 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 Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 1 opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Sources: Underwriting Agreement (Memc Electronic Materials Inc), Underwriting Agreement (Memc Electronic Materials Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 150,000 shares of Common SharesStock, as set forth in Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representative, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Sources: Underwriting Agreement (Centerstate Banks of Florida Inc), Purchase Agreement (Centerstate Banks of Florida Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase additional shares of Common Stock, up to an additional [•] Common Sharesthe number of shares as set forth in Schedule B, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven five full business days after the exercise of said option 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 BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Sources: Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•[ ] Common Shares, Shares in the aggregate at the price per share set forth in Schedule SCHEDULE B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days and no earlier than three business days after the exercise of said option option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule SCHEDULE A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Securities.

Appears in 2 contracts

Sources: Purchase Agreement (Neuberger Berman Intermediate Municipal Fund Inc), Purchase Agreement (Neuberger Berman New York Intermediate Municipal Fund Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an 1,050,000 additional [•] shares of Common SharesStock as set forth in Schedule C, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. C. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Representative, but shall be at least one business day after the exercise of said option and shall not be earlier than three full business days prior to or later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time, as hereinafter defined, provided, however, if the option hereby granted is exercised at least one business day prior to the Closing Time, the Date of Delivery shall be the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Regeneron Pharmaceuticals Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Stockholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) [NAME OF LEAD UNDERWRITER] to the Fund Alliant 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 Representative(s)[NAME OF LEAD UNDERWRITER], but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities [NAME OF LEAD UNDERWRITER] in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Whiting Petroleum Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] Common Shares633,802 ADSs, at the price per share ADS set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but any Date of Delivery occurring after the Closing Time shall not be at least later than seven full business days nor earlier than two full business days after the exercise of said option (or earlier than one business day after the exercise of said option and shall not be later than seven full business days after if the exercise Date of said option Delivery is on the date of the Closing Time), nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities the Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional sharesADSs. The Company agrees to take such steps to cause the delivery of the Option Securities to the Underwriters upon the deposit of Shares with the Depositary, as contemplated by the Prospectus.

Appears in 1 contract

Sources: Underwriting Agreement (Ascendis Pharma a/S)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 600,000 shares of Common Shares, Stock at the price per share set forth in Schedule BB hereto, less an amount per share equal to any dividends or distributions distributions, if any, declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 30 days after the date hereof of the Prospectus and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Coordinator to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a "Date of Delivery") shall be determined by the Representative(s)Coordinator, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing TimeTime (as defined below). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities the Coordinator in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Information Holdings Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, Initial Purchasers severally and not jointly, jointly to purchase up to an additional [•] Common Shares, $26,250,000 aggregate principal amount of Securities at the same price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on B for the Initial Securities but not payable on Securities, plus accrued interest, if any, from the Option Securitiesdate of the Closing Time (as hereinafter defined) to the relevant Date of Delivery (as hereinafter defined). The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative(s) to the Fund Company setting forth the number of Option Securities as to which the several Underwriters Initial Purchasers are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option such option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the UnderwritersInitial Purchasers, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter Initial Purchasers bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Cv Therapeutics Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•[ ] shares of Common SharesStock, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s), but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Neuberger Berman Next Generation Connectivity Fund Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 660,000 shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over- allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Wheat First Union to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a "Date of Delivery") shall be determined by the Representative(s)Wheat First Union, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities Wheat First Union in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Merkert American Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 675,000 shares of Common Shares, Stock at the price per share set forth in Schedule BB hereto, less an amount per share equal to any dividends or distributions distributions, if any, declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 30 days after the date hereof of the Prospectus and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Coordinator to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a "Date of Delivery") shall be determined by the Representative(s)Coordinator, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing TimeTime (as defined below). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities the Coordinator in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Information Holdings Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 292,500 shares of Common SharesStock, at the price per share set forth in Schedule BPurchase Price, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after from the date hereof of the Prospectus and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representative to the Fund Company, setting forth the (i) the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and (ii) the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a the Date of DeliveryAdditional Closing Date”) shall be determined by the Representative(s)Representative, but shall in no event be at least one business day after earlier than the exercise of said option and shall not be Closing Date (as defined below) nor earlier than three nor later than seven full ten business days after the exercise date of said option nor such notice by the Representative (unless such time and date are postponed in any event prior to accordance with the Closing Timeprovisions of Section 11 below). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Franklin Financial Network Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 900,000 shares of Common SharesStock, at the price per share as set forth in Schedule B, at a price per share of $[ ], less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representative, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Susser Holdings CORP)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 2,925,000 Common Shares, Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days and no earlier than three business days after the exercise of said option 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 BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Securities.

Appears in 1 contract

Sources: Purchase Agreement (Neuberger Berman Intermediate Municipal Fund Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 480,769 shares of Common SharesStock, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time; provided that for any exercise of said option occurring after the Closing Time, such Delivery Date may not be earlier than two full business days after the exercise of said option if the Representatives request any of the items described in clauses (ii), (iii) or (iv) of Section 5(i). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Wintrust Financial Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the UnderwritersInitial Purchasers, severally and not jointly, to purchase up to an additional [•] Common Sharesthe Option Securities, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. A. The option hereby granted may be exercised for 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number amount of Option Securities as to which the several Underwriters Initial Purchasers are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time, and shall be within a period of thirteen (13) days beginning from, and including, the date of the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the UnderwritersInitial Purchasers, acting severally and not jointly, will purchase that proportion of the total number principal amount of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter Initial Purchaser bears to the total number principal amount of Initial Securities, subject in each case to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate ensure that any sales or purchases of fractional sharesare in authorized denominations.

Appears in 1 contract

Sources: Purchase Agreement (Huron Consulting Group Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 1,500,000 shares of Common Shares, Stock at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time [FROM TIME TO TIME] only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”"DATE OF DELIVERY") shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be earlier than two nor later than seven full business days after the exercise of said option 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 BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Safeguard Scientifics Inc Et Al)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 900,000 shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) M▇▇▇▇▇▇ L▇▇▇▇ and M▇▇▇▇▇ S▇▇▇▇▇▇ to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)M▇▇▇▇▇▇ L▇▇▇▇ and M▇▇▇▇▇ S▇▇▇▇▇▇, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities M▇▇▇▇▇▇ L▇▇▇▇ and M▇▇▇▇▇ S▇▇▇▇▇▇ in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Alexza Pharmaceuticals Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [-] shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Merrill Lynch to the Fund Company setting forth the number of Option Securities as to which Securi▇▇▇▇ ▇▇ ▇▇ ▇▇ich 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”"DATE OF DELIVERY") shall be determined by the Representative(s)Merrill Lynch, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise af▇▇▇ ▇▇▇ ▇▇▇▇▇ise of said option 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 BofA Securities Merrill Lynch in its sole discretion shall make to eliminate any sales or purchases of fractional p▇▇▇▇▇▇▇s ▇▇ ▇ractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Osi Pharmaceuticals Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 1,125,000 Common Shares, Shares in the aggregate at the price per share set forth in Schedule SCHEDULE B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s), but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 severally agreed to purchase as set forth in Schedule SCHEDULE A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Securities.

Appears in 1 contract

Sources: Purchase Agreement (Keystone Property Trust)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 945,000 Common Shares, Shares in the aggregate at the price per share set forth in Schedule SCHEDULE B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days and no earlier than three business days after the exercise of said option option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule SCHEDULE A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Securities.

Appears in 1 contract

Sources: Purchase Agreement (Neuberger Berman California Intermediate Municipal Fund Inc)

Option Securities. In addition, on the basis of the representations representations, warranties and warranties covenants herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the UnderwritersUnderwriters to purchase, severally and not jointly, to purchase up to an additional [•] 1,500,000 shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities, which shall be no earlier than two business days following the date on which the Company receives notice or as otherwise agreed to by the parties hereto. Any Subject to the foregoing, any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representative, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option such 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 BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Vertex Pharmaceuticals Inc / Ma)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 1,500,000 shares of Common SharesStock, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company and the Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall not be at least one (i) in the event the option is exercised subsequent to the Closing Time, earlier than three full business day days after the exercise of said option and shall not be option, or (ii) later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (BOISE CASCADE Co)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 300,000 shares of Common SharesStock and related Rights, as set forth in Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Mdu Resources Group Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 2,100,000 shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Merrill Lynch to the Fund Company setting forth the number of Option Securities as to which Securi▇▇▇▇ ▇▇ ▇▇ ▇▇ich 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 Representative(s)Merrill Lynch, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise af▇▇▇ ▇▇▇ ▇▇▇▇▇ise of said option 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 BofA Securities Merrill Lynch in its sole discretion shall make to eliminate any sales or purchases of fractional p▇▇▇▇▇▇▇s ▇▇ ▇ractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Atmos Energy Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company and the Selling Shareholder, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] Common 5,249,000 Ordinary Shares, as set forth in Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions (before any applicable withholding taxes) declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representative to the Fund Company and the Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representative, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities the Representative, in its sole discretion discretion, shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Playa Hotels & Resorts N.V.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] Common Shares625,000 ADSs, at the price per share ADS set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but any Date of Delivery occurring after the Closing Time shall not be at least later than seven full business days nor earlier than two full business days after the exercise of said option (or earlier than one business day after the exercise of said option and shall not be later than seven full business days after if the exercise Date of said option Delivery is on the date of the Closing Time), nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities the Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional sharesADSs. The Company agrees to take such steps to cause the delivery of the Option Securities to the Underwriters upon the deposit of Shares with the Depositary, as contemplated by the Prospectus.

Appears in 1 contract

Sources: Underwriting Agreement (Ascendis Pharma a/S)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 675,000 shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by Merr▇▇▇ ▇▇▇c▇ ▇▇ the Representative(s) to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Merr▇▇▇ ▇▇▇c▇, but shall be at least one business day after the exercise of said option and ▇▇t shall not be later than seven full business days after the exercise of said option 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 BofA Securities in Merr▇▇▇ ▇▇▇c▇ ▇▇ its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Sunstone Hotel Investors Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund KKR hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 750,000 shares of Common Shares, Stock at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Global Coordinator to the Fund Company and KKR 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 Representative(s)Global Coordinator, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Global Coordinator in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Idex Corp /De/)

Option Securities. In addition, on the basis of the representations and warranties contained herein contained and subject to the terms and conditions herein set forthforth herein, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase purchase, from the Company up to an additional [•] 750,000 shares of Common Shares, Stock at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Underwriters to the Fund Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of DeliveryOption Securities Closing Time”) shall be determined by the Representative(s)Underwriters, but shall be at least one business day after the exercise of said option and shall not be later than seven five full business days after the exercise of said option option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A B opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities the Underwriters, in its sole discretion their discretion, shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Parallel Petroleum Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company and Matlin hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 3,000,000 shares of Common SharesStock, as set forth in Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company and Matlin 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 Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares. Two-thirds of the securities purchased pursuant to the preceding sentence shall be purchased from the Company and one-third shall be purchased from Matlin.

Appears in 1 contract

Sources: Purchase Agreement (Broadpoint Gleacher Securities Group, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, [the Fund Company and the Selling Stockholders] [, acting severally and not jointly,] hereby grants grant[s] an option to the Underwriters, severally and not jointly, to purchase up to an additional [•[ ] shares of Common SharesStock, as set forth in Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to [the Fund Company and the Selling Stockholders] setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Control4 Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 300,000 shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time at one time, only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Underwriters to the Fund Company on any business day during such 30-day period 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 Such time and date of delivery (a the “Date of Delivery”) shall be determined by the Representative(s)Underwriters, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Underwriters in its sole their discretion shall make to eliminate any sales or purchases of fractional shares. For purposes of this Agreement, “business day” means any day on which the New York Stock Exchange, Inc. (the “NYSE”) is open for bidding.

Appears in 1 contract

Sources: Purchase Agreement (Hawaiian Electric Co Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 945,000 shares of Common Shares, Stock at the price per share set forth in Schedule B, less ; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund and paid or payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted may be exercised for 45 days through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total aggregate number of all of the Initial Securities, subject in each case to such adjustments as BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Realty Income Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] Common Shares, 360,000 shares of Series D Preferred Stock in the aggregate at the price per share set forth in Schedule SCHEDULE B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Underwriters to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Underwriters, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 severally agreed to purchase as set forth in Schedule SCHEDULE A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities Bear ▇▇▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Keystone Property Trust)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 1,365,000 shares of Common Shares, Stock at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments that may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery delivery, which may not be earlier than the Closing Time (a “Date of Delivery”) ), shall be determined by the Representative(s)Representative, but shall be if at least one business day after any time other than the exercise of said option and Closing Time, shall not be earlier than two nor later than seven full business days after the delivery of such notice of exercise of said option nor in any event prior to the Closing Timeoption. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Keyw Holding Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 960,000 shares of Common Shares, Stock at the price per share set forth in Schedule B, less ; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund and paid or payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted may be exercised for 45 days through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total aggregate number of all of the Initial Securities, subject in each case to such adjustments as BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Realty Income Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 1,500,000 shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to the Fund Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Salomon Brothers, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Wellpoint Health Networks Inc /Ca/)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 600,000 shares of Common SharesStock, at the price per share set forth in Schedule BD, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be at least two business days after written notice is given as determined by the Representative(s)▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Theravance Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company, acting severally and not jointly, hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 3,000,000 shares of Common SharesStock, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”"DATE OF DELIVERY") shall be determined by the Representative(s)Representative, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Sierra Pacific Resources /Nv/)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] ______ shares of Common Shares, Stock at the price per share set forth in Schedule BB hereto, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Merrill Lynch to the Fund Company setting forth the number of Option Securities as to which Securi▇▇▇▇ ▇▇ ▇▇ ▇▇ich 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 Representative(s)Merrill Lynch, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise af▇▇▇ ▇▇▇ ▇▇▇▇▇ise of said option 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 BofA Securities Merrill Lynch in its sole discretion shall make to eliminate any sales or purchases of fractional p▇▇▇▇▇▇▇s ▇▇ ▇ractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Lodgian Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants Company grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [·] Common Sharesshares of Preferred Stock for the purpose of covering any overallotments, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. A. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised on one occasion in whole or in part from at any time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities the Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (CHS Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company and the Selling Stockholders hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 2,400,000 shares of Common Shares, Stock at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a "Date of Delivery") shall be determined by the Representative(s)▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A B opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Heritage Property Investment Trust Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] Common Shares, 2,100,000 Units at the applicable U.S. or Canadian price per share set forth in Schedule B, less an amount per share equal to B (and all or any dividends or distributions declared by part of 700,000 Units relating thereto on account of the Fund and payable on the Initial Securities but not payable on the Option SecuritiesPre-Existing Participation Right). The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities (and the corresponding satisfaction of the Pre-Existing Participation Right) upon written notice by the Representative(s) Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Representative, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 A1 opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities.

Appears in 1 contract

Sources: Purchase Agreement (North American Palladium LTD)

Option Securities. In addition, on the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forthforth and for the sole purpose of covering any over-allotment in connection with the offering of the Initial Securities, the Fund Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] Common 262,500 ADSs representing 26,250,000 Ordinary Shares, as set forth in Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities ▇.▇. ▇▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Piedmont Lithium LTD)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [] shares of Common SharesStock, as set forth in Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing TimeTime (as hereinafter defined). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities the Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Empire State Realty Trust, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 1,200,000 shares of Common SharesStock, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Republic Airways Holdings Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 559,492 shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall not be at least one earlier than the third business day after the exercise of said option and shall not be nor later than seven full business days after the exercise of said option 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 BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Triad Hospitals Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [] shares of Common SharesStock, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day any Date of Delivery occurring after the exercise of said option and Closing Time shall not be later than seven full business days nor earlier than two full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities the Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Durata Therapeutics, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Trust hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [] Common Shares, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Trust and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) to the Fund Trust setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s), but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (BlackRock ESG Capital Allocation Trust)

Option Securities. In addition, on the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forthforth and for the sole purpose of covering any over-allotment in connection with the offering of the Initial Securities, the Fund Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] Common 300,000 ADSs representing 30,000,000 Ordinary Shares, as set forth in Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representative, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities Evercore in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Piedmont Lithium LTD)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] shares of Common SharesStock, as set forth in Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company and the Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (American Commercial Lines Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund ▇▇▇▇▇▇▇▇▇ LLC hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 600,000 shares of Class A Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over- allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund ▇▇▇▇▇▇▇▇▇ LLC setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be earlier than one full business day, or later than seven full business days after the exercise of said option 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 as BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Microstrategy Inc)

Option Securities. In addition, on the basis of the representations representations, warranties and warranties agreements herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 1,275,000 shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”"DATE OF DELIVERY") shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven nor earlier than two full business days after the exercise of said option 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 BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Alliant Energy Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] Common Shares1,050,000 shares of Series C Preferred Stock solely cover over-allotments, if any, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representative, but shall not, unless agreed to in writing by the Company, be at least one sooner than two full business day after days (other than a Date of Delivery coinciding with the exercise of said option and shall not be Closing Time) or later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (TPG RE Finance Trust, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholders, acting severally and not jointly, hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 600,000 shares of Class A Common SharesStock, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days nor, for any Date of Delivery after the Closing Time, earlier than two full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities the Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Victory Capital Holdings, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 1,110,000 shares of Common Shares, Stock at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments that may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery delivery, which may not be earlier than the Closing Time (a “Date of Delivery”) ), shall be determined by the Representative(s)Representative, but shall be if at least one business day after any time other than the exercise of said option and Closing Time, shall not be earlier than two nor later than seven full business days after the delivery of such notice of exercise of said option nor in any event prior to the Closing Timeoption. 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 adjustments for any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and such adjustments as BofA Securities the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Keyw Holding Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the UnderwritersInitial Purchasers, severally and not jointly, to purchase up to an additional [•] Common Sharesthe Option Securities, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. A. The option hereby granted may be exercised for 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representative to the Fund Company setting forth the number amount of Option Securities as to which the several Underwriters Initial Purchasers are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by occur within a period of 13 days beginning on, and including, the Representative(s)date the Initial securities are first issued, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the UnderwritersInitial Purchasers, acting severally and not jointly, will purchase that proportion of the total number principal amount of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter Initial Purchaser bears to the total number principal amount of Initial Securities, subject in each case to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate ensure that any sales or purchases of fractional sharesare in authorized denominations.

Appears in 1 contract

Sources: Purchase Agreement (Cypress Semiconductor Corp /De/)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [11] shares of Common SharesStock, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) ▇▇▇▇▇▇▇ ▇▇▇▇▇ and JPMorgan to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)▇▇▇▇▇▇▇ ▇▇▇▇▇ and JPMorgan, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ and JPMorgan in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Digirad Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] Common Shares300,000 ADSs, at the price per share ADS set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but any Date of Delivery occurring after the Closing Time shall not be at least later than seven full business days nor earlier than two full business days after the exercise of said option (or earlier than one business day after the exercise of said option and shall not be later than seven full business days after if the exercise Date of said option Delivery is on the date of the Closing Time), nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities the Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional sharesADSs. The Company agrees to take such steps to cause the delivery of the Option Securities to the Underwriters upon the deposit of Shares with the Depositary, as contemplated by the Prospectus.

Appears in 1 contract

Sources: Underwriting Agreement (Ascendis Pharma a/S)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] shares of Common SharesStock, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day any Date of Delivery occurring after the exercise of said option and Closing Time shall not be later than seven full business days nor earlier than two full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities the Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Durata Therapeutics, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] · shares of Common SharesStock, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day any Date of Delivery occurring after the exercise of said option and Closing Time shall not be later than seven full business days nor earlier than two full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Karyopharm Therapeutics Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 405,000 shares of Common Shares, Stock at the price per share set forth in Schedule B, less ; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund and paid or payable on the Initial Securities but not payable on the such Option Securities. The option hereby granted may be exercised for 45 days through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the aggregate number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total aggregate number of all of the Initial Securities, subject in each case to such adjustments as BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Realty Income Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Stockholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 1,500,000 shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Selling Stockholder, with a copy to the Company, setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Safe Bulkers, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 225,000 shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire 30 days after the date hereof and may be exercised in whole or in part from time to time at one time, only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Underwriters to the Fund Company on any business day during such 30-day period 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 Such time and date of delivery (a “the "Date of Delivery") shall be determined by the Representative(s)Underwriters, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Underwriters in its sole their discretion shall make to eliminate any sales or purchases of fractional shares. For purposes of this Agreement, "business day" means any day on which the New York Stock Exchange, Inc. (the "NYSE") is open for bidding.

Appears in 1 contract

Sources: Purchase Agreement (Hawaiian Electric Industries Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] l Common Shares, as set forth in Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Fund Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (MF Global Ltd.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 1,506,276 shares of Common SharesStock, as set forth in Schedule A, at the price per share set forth in Schedule BD, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representative, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Riverview Bancorp Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [_________] shares of Common SharesStock, as set forth in Schedule B, at the price per share set forth in Schedule BD, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Rhythms Net Connections Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] shares of Common SharesStock, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day any Date of Delivery occurring after the exercise of said option and Closing Time shall not be later than seven full business days nor earlier than two full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities Citi in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Mirna Therapeutics, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] _____ shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Merrill Lynch to the Fund Company setting forth the number of Option Securities as to which Securi▇▇▇▇ ▇▇ ▇▇ ▇▇ich 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 Representative(s)Merrill Lynch, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise af▇▇▇ ▇▇▇ ▇▇▇▇▇ise of said option 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 BofA Securities Merrill Lynch in its sole discretion shall make to eliminate any sales or purchases of fractional p▇▇▇▇▇▇▇s ▇▇ ▇ractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Cedar Shopping Centers Inc)

Option Securities. In addition, on the basis of the representations representations, warranties, and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] Common Sharesthe Option Securities, at the price per share set forth in Schedule BPurchase Price, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Underwritten Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 [·] days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representative[s] to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(sRepresentative[s], and may be the same date as the Closing Date (defined below), but shall be at least one business day after the exercise of said option and shall not be later than seven [·] full business days after the exercise of said option option, nor in any event prior to the Closing TimeDate (unless such time and date are postponed in accordance with Section 11 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 Underwritten Securities set forth in Schedule A 1 opposite the name of such Underwriter bears to the total number of Initial Underwritten Securities, subject subject, in each case case, to such adjustments as BofA Securities the Representative[s] in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Owl Rock Capital Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] Common 1,050,000 Depositary Shares, at the price per share set forth in Schedule B, less paragraph (a) above; provided that the price per share for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared and payable by the Fund and payable Company on the Initial Securities but not payable on the such Option Securities. The option hereby granted may be exercised for 45 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 overallotments overallotments, which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option nor in any event prior to the Closing Timeoption. 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 BofA Securities the Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (American Capital Agency Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 1,200,000 shares of Common SharesStock, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company and the Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall not be at least one (i) in the event the option is exercised subsequent to the Closing Time, earlier than three full business day days after the exercise of said option and shall not be option, or (ii) later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (BOISE CASCADE Co)

Option Securities. In addition, on the basis of the representations and warranties herein contained and upon the terms and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 900,000 shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Coordinators to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a "Date of Delivery") shall be determined by the Representative(s)Coordinators, but shall be at least one business day after the exercise of said option and shall not be later than seven four full business days after the exercise of said option 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 BofA Securities the Coordinators in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Asyst Technologies Inc /Ca/)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 870,000 Common Shares, Shares in the aggregate at the price per share set forth in Schedule SCHEDULE B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days and no earlier than three business days after the exercise of said option option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule SCHEDULE A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of a fractional sharesnumber of Option Securities.

Appears in 1 contract

Sources: Purchase Agreement (Neuberger Berman Dividend Advantage Fund Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 240,000 shares of Common SharesStock, as set forth in Schedule B, at the price per share set forth in Schedule BC, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 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 BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (State National Bancshares, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Fund hereby grants an option to the Underwritersseveral Underwriters to purchase, severally and not jointly, to purchase up to an additional [•] Common Shares, _____ Option Securities at the same purchase price per share set forth as the Underwriters shall pay for the Initial Securities. Said option may be exercised only to cover over-allotments in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on sale of the Initial Securities but not payable on by the Option SecuritiesUnderwriters. The Said option hereby granted may be exercised for 45 days after the date hereof and may be exercised in whole or in part at any time and from time to time only for on or before the purpose of covering overallotments made in connection with 45th day after the offering and distribution date of the Initial Securities Prospectus upon written or telegraphic notice by the Representative(s) Representatives to the Fund setting forth the number of shares of the Option Securities as to which the several Underwriters are then exercising the option and the time settlement date and date will expire thereafter. The number of payment and delivery for Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Option Underwriter is purchasing of the Initial Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a an Date of DeliveryOption Closing Date”) shall be determined by the Representative(s)Representatives, but shall not be at least one earlier than the second business day after the exercise of said date on which the option and shall not be is being exercised nor later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised Date, 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 BofA Securities in its sole discretion shall make to eliminate any sales or purchases of fractional shareshereinafter defined.

Appears in 1 contract

Sources: Underwriting Agreement (Flaherty & Crumrine Dynamic Preferred & Income Fund Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund ▇▇▇▇▇▇▇▇▇ LLC hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 300,000 shares of Class A Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund ▇▇▇▇▇▇▇▇▇ LLC setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be earlier than one full business day, or later than seven full business days after the exercise of said option 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 as BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Microstrategy Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company and the Selling Stockholders hereby grants grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 675,000 shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company and the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representatives in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Universal Compression Holdings Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] Common Shares375,000 ADSs, at the price per share ADS set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but any Date of Delivery occurring after the Closing Time shall not be at least later than seven full business days nor earlier than two full business days after the exercise of said option (or earlier than one business day after the exercise of said option and shall not be later than seven full business days after if the exercise Date of said option Delivery is on the date of the Closing Time), nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities the Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional sharesADSs. The Company agrees to take such steps to cause the delivery of the Option Securities to the Underwriters upon the deposit of Shares with the Depositary, as contemplated by the Prospectus.

Appears in 1 contract

Sources: Underwriting Agreement (Ascendis Pharma a/S)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 360,000 shares of Common SharesStock, as set forth in Schedule B, at the price per share set forth in Schedule BD, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities Securities. The Option may be exercised upon written notice by the Representative(s) Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representative, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (NBC Capital Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 450,000 shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by Merr▇▇▇ ▇▇▇c▇ ▇▇ the Representative(s) to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Merr▇▇▇ ▇▇▇c▇, but shall be at least one business day after the exercise of said option and ▇▇t shall not be later than seven full business days after the exercise of said option 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 shall 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 BofA Securities in Merr▇▇▇ ▇▇▇c▇ ▇▇ its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Imco Recycling Inc)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 1,350,000 Common Shares, Shares at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) ▇▇▇▇▇▇ Brothers and ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined jointly by the Representative(s)▇▇▇▇▇▇ Brothers and ▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities ▇▇▇▇▇▇ Brothers and ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole their joint discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Research in Motion LTD)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•[ ] shares of Common SharesStock, as set forth in Schedule A, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days after the date hereof and may be exercised in whole or in part at any time from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing TimeTime (as hereinafter defined). If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Paramount Group, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Selling Shareholders hereby grants grant, acting severally and not jointly, an option to the Underwriters, severally and not jointly, to purchase up to an additional [•[ ● ] shares of Common SharesStock, as set forth in Schedule B, at the price per share set forth in Schedule BA, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 30 days 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 overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representatives, as set forth in the notice, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject subject, in each case case, to such adjustments as BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (Surgery Partners, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Trust hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•[ ] Common Shares, at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Trust and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) to the Fund Trust setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s), but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as BofA Securities in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (BlackRock Capital Allocation Trust)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 375,000 shares of Common SharesStock, at the purchase price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 will expire at 5:30 p.m. New York City time 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representatives to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative(s)Representatives, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities the Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (Bally Total Fitness Holding Corp)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] - shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a "Date of Delivery") shall be determined by the Representative(s)▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall be at least one business day after the exercise of said option and shall not be later than seven [five] full business days after the exercise of said option 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 BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Underwriting Agreement (NxStage Medical, Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] 2,250,000 shares of Common Shares, Stock at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 45 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 overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Wachovia to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)▇▇▇▇▇▇▇ ▇▇▇▇▇ and Wachovia, but shall be at least one business day after the exercise of said option and shall not be later than seven full business days after the exercise of said option 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 BofA Securities ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Wachovia in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Sources: Purchase Agreement (DCT Industrial Trust Inc.)

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] Common Shares, $70,000,000 aggregate principal amount of Option Securities at the purchase price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on B for the Initial Securities but not payable on Securities, plus accrued interest, if any, from the Option SecuritiesClosing Time to the Date of Delivery (as defined below). The option hereby granted may be exercised for 45 will expire 13 days after from and including the date hereof upon which the Closing Time, as hereinafter defined, occurs and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon written notice by the Representative(s) Representative to the Fund Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s)Representative, but shall not be at least earlier than one business day after the exercise of said option and shall not be or later than seven full business days after the exercise of said option option, nor in any event prior to the Closing Time, nor in any event later than the last day in the 13-day period commencing on and including the date upon which the Closing Time occurs. 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 BofA Securities the Representative in its sole their discretion shall make to eliminate any sales or purchases denominations other than in multiples of fractional shares$1,000. For the avoidance of doubt, any Option Securities must be purchased in equal proportion between the 2018 Option Notes and the 2020 Option Notes.

Appears in 1 contract

Sources: Underwriting Agreement (Biomarin Pharmaceutical Inc)