Over Allotment Option Sample Clauses
The Over-Allotment Option is a provision that allows underwriters in a securities offering to purchase additional shares beyond the original amount offered, typically to cover excess demand or stabilize the market price after the offering. In practice, this option is often exercised within a specified period following the initial sale, and the number of additional shares is usually capped at a certain percentage of the original offering. The core function of this clause is to provide flexibility in managing supply and demand during the offering process, helping to prevent price volatility and ensuring a smoother market debut for the securities.
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Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] shares of Common Stock (the “Option Shares”) and Warrants to purchase up to [ ] shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of PC or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwrite...
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to shares of Common Stock (the “Option Shares”) and Warrants to purchase up to shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than three (3) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject t...
Over Allotment Option. (a) For the purposes of covering any over-allotments, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 3,168,076 additional Common Shares (the “Over-Allotment Shares”).
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Over-Allotment Shares is equal to the product of the Common Share Purchase Price multiplied by the number of Over-Allotment Shares to be purchased (the purchase price to be paid on an Over-Allotment Closing Date, the “Over-Allotment Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Over-Allotment Shares for 45 days after the closing of the Offering. An Underwriter will not be under any obligation to purchase any Over-Allotment Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, email or facsimile or other electronic transmission setting forth the number of Over-Allotment Shares to be purchased and the date and time for delivery of and payment for such Over-Allotment Shares (each, an “Over-Allotment Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of SRF or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Over-Allotment Shares does not occur on the Closing Date, each Over-Allotment Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Over-Allotment Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over- Allotment Option by written notice to the Company.
Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”);
(ii) the Underwriters represent that they will only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares.
(iii) The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two (2) business days after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the Over-Allotment Option Purchase Price;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date.
(v) Payment for the Option Shares (the “Option Shares Payme...
Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Common Shares, representing 15.0% of the Common Shares sold in the offering from the Company (the “Option Shares” as applicable) The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 3(a) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares. The offering and sale of the Securities is herein referred to as the “Offering”.
(ii) upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Shares to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Shares;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [10:00] [a.m.] ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth B...
Over Allotment Option. 1.2.1. The Representative shall have the option (the “Over-Allotment Option”) to purchase all or less than all of an additional 1,500,000 Units (the “Option Units”) solely for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Units. Such Option Units shall, at the Representative’s election, be purchased for each account of the several Underwriters in the same proportion as the number of Firm Units set forth opposite such Underwriter’s name on Schedule A hereto (subject to adjustment by the Representative to eliminate fractions). Such Option Units shall be identical in all respects to the Firm Units. The Firm Units and the Option Units are hereinafter collectively referred to as the “Public Securities.” No Option Units shall be sold or delivered unless the Firm Units previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Units, or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid for each Option Unit (net of discounts and commissions) will be $9.80 per Option Unit.
Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall have received:
(1) A certificate, dated such Date of Delivery, of the Chief Executive Officer, President or Executive Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.
(2) The favorable opinions of Ronald E. Christian, General Counsel of the Company and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇g, counsel for the Company, each in form ▇▇▇ ▇ubsta▇▇▇ ▇▇▇▇sfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(c) hereof.
(3) The favorable opinion of Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated ▇▇▇▇ ▇▇▇▇ ▇▇ De▇▇▇▇ry, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof.
(4) A letter from Arthur Andersen LLP, in form and substance satisfactory to t▇▇ ▇▇d▇▇▇▇▇▇▇▇s and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(f) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery.
(5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.
Over Allotment Option. (1) The Over-Allotment Option, may be exercised by the Underwriters at any time, in whole or in part by delivering notice to the Company not later than 5:00 p.m. (Toronto time) on the 30th day after the Closing Date, which notice will specify the number of Over-Allotment Shares and/or the number of Over-Allotment Warrants to be purchased by the Underwriters and the date (the “Over-Allotment Closing Date”) on and at which such Over-Allotment Securities are to be purchased. Such Over-Allotment Closing Date may be the same as (but not earlier than) the Closing Date and will not be earlier than three Business Days nor later than five Business Days after the date of delivery of such notice (except to the extent a shorter or longer period shall be agreed to by the Company). Subject to the terms of this Agreement, upon the Underwriters furnishing such notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 23, and the Company will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number of Over-Allotment Securities indicated in such notice. Over-Allotment Securities may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering and for market stabilization purposes.
(2) In the event that the Over-Allotment Option is exercised in accordance with its terms, the closing of the issuance and sale of that number of Over-Allotment Securities in respect of which the Underwriters are exercising the Over-Allotment Option shall take place electronically or as may be otherwise agreed to by the Underwriters and the Company at 8:00 a.m. (Toronto time) on the applicable Over-Allotment Closing Date or at such other time on the Over-Allotment Closing Date as may be agreed upon in writing by the Company and the Co-Lead Underwriters (the “Over-Allotment Closing Time”).
(3) The obligation of the Underwriters to make any payment or delivery contemplated by this Section 17 is subject to satisfaction of the conditions set forth in Section 16.
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company he...
Over Allotment Option a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [__] Ordinary Shares (the “Option Securities”).
b) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representatives as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representatives, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representatives. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Securities specified in such notice. The Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.