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, (i) up to an additional [˜] Common Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”). (b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of $[˜] multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 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 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 to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Newgioco Group, Inc.), Underwriting Agreement (Newgioco Group, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜__] shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 EGS Underwriters’ Counsel 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Actuate Therapeutics, Inc.), Underwriting Agreement (Actuate Therapeutics, Inc.)
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 Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜___] Common Ordinary Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of $[˜] multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 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 RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, 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 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 RepresentativeRepresentatives, 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 RepresentativeRepresentatives. 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 Shares and/or Option Warrants Securities specified in such notice. The Representative 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Powerbridge Technologies Co., Ltd.), Underwriting Agreement (Powerbridge Technologies Co., Ltd.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] _____ 1 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.. 1 Insert a number of shares equal to 15% of Closing Shares
Appears in 2 contracts
Sources: Underwriting Agreement (Kidpik Corp.), Underwriting Agreement (Kidpik Corp.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] _____ shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Heritage Distilling Holding Company, Inc.), Underwriting Agreement (Heritage Distilling Holding Company, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common _____ Ordinary Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Virax Biolabs Group LTD), Underwriting Agreement (Virax Biolabs Group LTD)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesFirm Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜______] shares of Class A Common Stock, representing fifteen percent (15%) of the Firm Shares sold in the Offering (the “Option Warrants”; Shares” and together with the Option Firm Shares, the “Option SecuritiesShares”).
(b) , at the Purchase Price; provided that to the extent the underwriters exercise the Over-Allotment Option, all of the Option Shares purchased upon the exercise of the Over-Allotment Option will be purchased from the Selling Stockholders, 50% of the number of shares exercised, from each of them. In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of $[˜] the Closing Purchase Price multiplied by the number of Option Shares to be purchased, and (b) . The Company will not receive any proceeds from the purchase price to be paid for any sale of the Option Warrants is equal Shares by the Selling Stockholders to the product of $[˜] multiplied by Underwriters pursuant to the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”)Over-Allotment Option.
(cb) The Over-Allotment Option granted pursuant to this Section 2.2 2.02 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 forty-five (45) days after the Execution Effective Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 and the Selling Stockholders, as the case may be, from the Representative, which must be promptly 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 Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) forty-five (45) days after the Effective 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 Selling Stockholders, as the case may be, and the Representative, at the offices of EGS the Underwriter’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Selling Stockholders, as the case may be, and the Representative. If such delivery and payment for the Option Securities Shares 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 Shares and/or Option Warrants 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 CompanyCompany and the Selling Stockholders, as the case may be.
(c) Upon exercise of the Over-Allotment Option with respect to all or any portion of the Option Shares subject to the terms and conditions set forth herein, (i) each Selling Stockholder agrees, severally and not jointly, to sell up to the number of Selling Stockholder Option Shares set forth opposite such Selling Stockholder’s name on Schedule II attached hereto to the several Underwriters; and (ii) each of the Underwriters, acting severally and not jointly, shall purchase up to that portion of the total number of the Option Shares then being purchased as set forth in Schedule I opposite their respective names.
(d) Payment for the Option Shares shall be made on the applicable Option Closing Date, if any, by wire transfer in U.S. dollars in immediately available funds, to the accounts specified by the Selling Stockholders (as applicable) at the offices of the Underwriters’ Counsel and the upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or through the facilities of DTC or via DWAC transfer) for the account of the Underwriters. The Option Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing prior to the applicable Option Closing Date, if any. Neither of the Selling Stockholders shall be obligated to sell or deliver the Option Shares except upon tender of payment by the Representative for applicable Option Shares.
Appears in 2 contracts
Sources: Underwriting Agreement (T1V, Inc.), Underwriting Agreement (T1V, Inc.)
Over Allotment Option. (a) For 5.1 The Selling Securityholder hereby grants to the purposes of covering any over-allotments Underwriters, in connection with the distribution and sale of the Closing Securitiesrespective percentages set forth in Section 20 hereof, the Representative is hereby granted an irrevocable option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) purchase up to an additional [˜] Common 608,250 Exchangeable Shares (the “Option Additional Exchangeable Shares”) and/or (ii) Warrants to for the purchase price of $80.20 per Additional Exchangeable Share, being an aggregate purchase price of up to [˜] Common Shares $48,781,650 (“Option Warrants”; together with the Option Shares, the “Option SecuritiesAdditional Purchase Price”).
(b) In connection with an . If the Representatives, on behalf of the Underwriters, elect to exercise of the Over-Allotment Option, the Representatives shall notify the Selling Securityholder in writing not later than 5:00 p.m. (aToronto time) on the purchase price to be paid for any Option Shares is equal to 30th day after the product of $[˜] multiplied by Closing Date, which notice shall specify the number of Option Additional Exchangeable Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied purchased by the number of Underwriters and the date (the “Over-Allotment Option Warrants Closing Date”) and time at which such Additional Exchangeable Shares are to be purchased (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 Closing Time”) which date shall be exercised by the Representative as to all (at any time) no earlier than three business days or any part (from time to time) of the Option Securities within 45 later than five business 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 and, in any event, may not be earlier than the RepresentativeClosing Date. The Over-Allotment Option granted hereby Additional Exchangeable Shares may be exercised by purchased solely for the giving purpose of oral notice covering over-allotments made in connection with the Offering, if any, and for market stabilization purposes. If any Additional Exchangeable Shares are purchased, each Underwriter agrees, severally and not jointly, to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth purchase the number of Option Additional Exchangeable Shares and/or Option Warrants (subject to such adjustments to eliminate fractional Exchangeable Shares as the Underwriters may determine) that bears the same proportion to the total number of Additional Exchangeable Shares 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 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 to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Exchangeable Shares and/or Option Warrants specified in being purchased by such notice. The Representative may cancel the Over-Allotment Option at any time prior Underwriter bears to the expiration total number of the Over-Allotment Option by written notice to the CompanyExchangeable Shares purchased.
Appears in 2 contracts
Sources: Underwriting Agreement (Brookfield Asset Management Inc.), Underwriting Agreement (Brookfield Asset Management Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] ___]1 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants ), with each Option Share to purchase up to [˜] Common Shares (“Option Warrants”; together with be purchased at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) Option the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) forty-five (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 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 Shares 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, purchase the number of Option Shares and/or Option Warrants 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Telemynd, Inc.), Underwriting Agreement (Telemynd, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜_____] shares of Common Stock, representing fifteen percent (15%) of the Closing Shares (“Option Warrants”; together with the Option Shares, the “Option SecuritiesShares”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 Representative, at the offices of EGS Fox Rothschild 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Concierge Technologies Inc), Underwriting Agreement (Paltalk, Inc.)
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 Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜__] Common Ordinary Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of $[˜] multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 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 RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, 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 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 RepresentativeRepresentatives, 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 RepresentativeRepresentatives. 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 Shares and/or Option Warrants Securities specified in such notice. The Representative 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Loha Co. LTD), Underwriting Agreement (Loha Co. Ltd.)
Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, 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 subscribe for and purchase, severally and not jointly, in whole or in part, the Representative is hereby granted an option Option Shares from the Company (the “Over-Allotment Option”) to purchase), in each case, at a price per share equal to the aggregate, (i) up Purchase Price less an amount per share equal to an additional [˜] Common any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of $[˜] multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).;
(cii) The Over-Allotment Option granted pursuant to this Section 2.2 the parties agree that the Underwriters 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 only exercise of the Over-Allotment Option by for the Representative. purpose of covering over-allotments made in connection with the offering of the Firm Shares.
(iii) The Representative may exercise the Over-Allotment Option granted hereby may be exercised on behalf of the Underwriters at any time in whole, or from time to time in part, no later than forty-five (45) days after the Closing Date, by the giving of oral written 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 DateOver-Allotment Exercise Notice”), which will . Each exercise date may not be later than two ten (210) 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 to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the expiration 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 shall be made, against delivery of the Option Shares to be purchased, by written notice wire transfer in immediately available funds to the Companyaccount(s) specified by the Company to the Representative at least two (2) Business Day in advance of such payment at the office of R▇▇▇▇▇▇▇ & C▇▇▇ LLP at 6▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, 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, as shall be designated in writing by the Representative (an “Additional Closing Date”). Delivery of the Option Shares shall be made through the facilities of DTC, unless the Representative shall otherwise instruct.
Appears in 2 contracts
Sources: Underwriting Agreement (DarkIris Inc.), Underwriting Agreement (DarkIris Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 1,392,857 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with which may be purchased at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (each, an “Option Closing Date”), which will not be later than two three (23) 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Oxygen Biotherapeutics, Inc.), Underwriting Agreement (Oxygen Biotherapeutics, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜•] Common Ordinary Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (ai) the purchase price to be paid for any the Option Shares is shall be equal to the product of $[˜] the Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 or electronic mail 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 Shares (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 EGS Loeb or at such other place (including remotely by facsimile or other electronic transmissiontransmission of the required documentation) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares 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 Shares and/or Option Warrants 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.
Appears in 2 contracts
Sources: Underwriting Agreement (Indonesia Energy Corp LTD), Underwriting Agreement (Indonesia Energy Corp LTD)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 181,818 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Sources: Underwriting Agreement (Envision Solar International, Inc.)
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, (i) up to an additional [˜] 5,624,950 Common Shares (“Option Shares”) and/or (ii) Pre-Funded Warrants to purchase up to [˜] 5,624,950 Common Shares (“Option Pre-Funded Warrants”) and/or (ii) Class B Warrants to purchase up to 5,624,950 Common Shares (“Option Purchase Warrants”; together with the Option SharesShares and the Option Pre-Funded Warrants, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of $[˜] 1.482675 multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Pre-Funded Warrants is equal to the product of $[˜] 1.482675 multiplied by the number of Option Pre-Funded Warrants to be purchased and (c) the purchase price to be paid for any Option Purchase Warrants is equal to the product of $0.009325 multiplied by the number of Option Purchase Warrants to be purchased (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 the earlier of 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 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 to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants 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.
Appears in 1 contract
Sources: Underwriting Agreement (Imperial Petroleum Inc./Marshall Islands)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 985,714 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 EGS M▇▇▇▇ 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 Shares 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 Shares and/or Option Warrants specified in such notice. On the Option Closing Date, the Representative shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to the aggregate purchase price for the Option Shares. 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.
Appears in 1 contract
Sources: Underwriting Agreement (Cognition Therapeutics Inc)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 750,000 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common _____ Ordinary Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
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 Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜__] Common Ordinary Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”)Securities”)1.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of $[˜] multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 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 RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, 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 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 RepresentativeRepresentatives, at the offices of EGS BPLLC or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. 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 Shares and/or Option Warrants Securities specified in such notice. The Representative 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. 1 15% of the Closing Securities.
Appears in 1 contract
Sources: Underwriting Agreement (Huadi International Group Co., Ltd.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 182,857 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 5,590,062 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 EGS or at such other place location (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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 168,224 shares of Common Stock representing 15% of the Closing Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 EGS Representative’s Counsel 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜●] shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (ai) the purchase price to be paid for any the Option Shares is shall be equal to the product of $[˜] the Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 or electronic mail 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 Shares (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 EGS Loeb or at such other place (including remotely by facsimile or other electronic transmissiontransmission of the required documentation) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchasepurchase up to 150,000 shares of Common Stock, representing fifteen percent (15%) of the Closing Shares sold in the aggregate, Offering (i) up to an additional [˜] Common Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of $[˜] the Closing Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 Representative, and shall be consummated remotely via the exchange of funds, documents and signatures, or, at the option of the parties, at the offices of EGS 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 Option Securities Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 399,456 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Representatives as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the a 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 Shares (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 RepresentativeRepresentatives, 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 RepresentativeRepresentatives. If such delivery and payment for the Option Securities Shares 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 Shares and/or Option Warrants specified in such notice. The Representative 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.
Appears in 1 contract
Sources: Underwriting Agreement (Beam Global)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 714,750 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 EGS S▇▇▇▇▇▇▇ 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For 5.1 BIP hereby grants to the purposes of covering any over-allotments Underwriters, in connection with the distribution and sale of the Closing Securitiesrespective percentages set forth in Section 19.1 hereof, the Representative is hereby granted an irrevocable option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares 2,494,200 Units (“Option Warrants”; together with the Option Shares, the “Option SecuritiesAdditional Units”) for the purchase price of $42.10 per Additional Unit, being an aggregate purchase price of up to $105,005,820 (the “Additional Purchase Price”).
(b) In connection with an . If the Representatives, on behalf of the Underwriters, elect to exercise of the Over-Allotment Option, the Representatives shall notify BIP in writing not later than 5:00 p.m. (aToronto time) on the purchase price to be paid for any Option Shares is equal to 30th day after the product of $[˜] multiplied by Closing Date, which notice shall specify the number of Option Shares Additional Units to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied purchased by the number of Option Warrants Underwriters and the date (the “Over-Allotment Closing Date”) and time at which such Additional Units are to be purchased (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 Closing Time”) which date shall be exercised by the Representative as to all (at any time) no earlier than four business days or any part (from time to time) of the Option Securities within 45 later than five business 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 and, in any event, may not be earlier than the RepresentativeClosing Date. The Over-Allotment Option granted hereby Additional Units may be exercised by purchased solely for the giving purpose of oral notice covering over-allotments made in connection with the Offering, if any, and for market stabilization purposes. If any Additional Units are purchased, each Underwriter agrees, severally and not jointly, to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth purchase the number of Option Shares and/or Option Warrants Additional Units (subject to such adjustments to eliminate fractional Units as the Underwriters may determine) that bears the same proportion to the total number of Additional Units 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 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 to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in Units being purchased by such notice. The Representative may cancel the Over-Allotment Option at any time prior Underwriter bears to the expiration total number of the Over-Allotment Option by written notice to the CompanyUnits purchased.
Appears in 1 contract
Sources: Underwriting Agreement (Brookfield Infrastructure Partners L.P.)
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, (i) up to an additional [˜] _____ shares of Common Shares Stock (“Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Shares Securities is equal to the product of $[˜] the Closing Purchase Price on a per share basis, multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants Securities to be purchased (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 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 two three (23) 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 to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants Securities 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securitiesallotments, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an 548,960 additional [˜] Common Shares ADSs (“Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option SecuritiesADSs”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Shares ADSs is equal to the product of $[˜] the ADS Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants ADSs to be purchased (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 ADSs within 45 the earlier of 30 days after the Execution Date. Date or the last day of trading of the Company’s Ordinary Shares on Tel Aviv Stock Exchange Ltd. An Underwriter will not be under any obligation to purchase any Option Securities ADSs 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 ADSs to be purchased and the date and time for delivery of and payment for the such Option Securities ADSs (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 RepresentativeRepresentative but in no event later than January 20, 2021, at the offices of EGS CLM 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 ADSs 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 Shares and/or Option Warrants ADSs 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.
Appears in 1 contract
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, (i) up to an additional [˜] 624,999 shares of Common Shares Stock (“Option Shares”) and/or (ii) Warrants to purchase up to [˜] 624,999 shares of Common Shares Stock (“Option Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of $[˜] 2.39 multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] 0.01 multiplied by the number of Option Warrants to be purchased (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 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 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 to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] _____ shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with ), which may be purchased at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 150,000 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common which Option Shares (“Option Warrants”; together with may be purchased at the Option Shares, the “Option Securities”)Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Shares is equal to the product of $[˜] the Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Sources: Underwriting Agreement (Cemtrex Inc)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) purchase up to an additional [˜] 247,500 shares of Common Stock, representing fifteen percent (15%) of the Closing Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 or facsimile or other electronic transmission setting transmission. Such notice shall set 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 Shares (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 Representative, at the offices of EGS Fox Rothschild 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “"Over-Allotment Option”") to purchase, in the aggregate, (i) up to an additional [˜] Common Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜_____] shares of Common Shares Stock (“Option Warrants”; together with the "Option Shares, the “Option Securities”").
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Shares is equal to the product of $[˜] the Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
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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, (i) up to an additional [˜] Common Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of $[˜] multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c1) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (Underwriters at any time) , in whole or any in 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 delivering notice to the Company from Corporation not later than 5:00 p.m. on the Representative30th day after the Closing Date, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth notice will specify the number of Option Additional Shares and/or Option Warrants to be purchased by the Underwriters and the date and time for delivery of and payment for (the Option Securities (each, an “Option Closing Date”), ) and time (the “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option 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 two (2) full five Business Days after the date of delivery of such notice (except to the notice extent a shorter or such other time as longer period shall be agreed upon to by the Company Corporation). Subject to the terms of this agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the RepresentativeCorporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering.
(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 Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option shall take place at the Option Closing Time at the offices of EGS Stikeman Elliott LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall may be agreed upon to by the Company Underwriters and the Representative. If such delivery and payment for Corporation.
(3) At 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 OptionTime, the Company will become obligated to convey Corporation shall issue to the Underwriters, and, subject to the terms and conditions set forth herein, Underwriters that number of Additional Shares in respect of which the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel are exercising the Over-Allotment Option at any time prior and deposit with CDS or its nominee, if requested by the Lead Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$17.15 per Additional Share by wire transfer or certified cheque payable to the expiration Corporation or as otherwise directed by the Corporation.
(4) Concurrently with the deliveries and payment under paragraph (3), the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment.
(5) The obligation of the Over-Allotment Option Underwriters to make any payment or delivery contemplated by written notice this Section 16 is subject to the Companyconditions set forth in Section 15.
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Over Allotment Option. (a) 1.2.1 For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesFirm Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜●] Common Ordinary Shares, representing 15% of the Firm Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together ” and, collectively with the Option Firm Shares, the “Public Shares” and the offering of the Public Shares, the “Offering”). If the Over-Allotment Option Securities”is exercised in whole or in party, the Option Shares shall be purchased by the Underwriters in the amounts set forth opposite their respective names on Schedule 1 attached hereto (or a pro rata portion thereof if less than the full Over-Allotment Option is exercised).
(b) 1.2.2 In connection with an exercise of the Over-Allotment Option, (a) the aggregate purchase price to be paid for any the Option Shares is equal to the product of $[˜] multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] purchased multiplied by the number of Option Warrants to be purchased (same price per share paid by the aggregate purchase price to be paid on an Option Closing Date, Underwriters for the “Option Closing Purchase Price”Firm Shares as provided for in Section 1.1.1(ii).
(c) 1.2.3 The Over-Allotment Option granted pursuant to this Section 2.2 1.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 thirty (30) days after the Execution Closing Date. An Underwriter will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-Allotment Option by the RepresentativeOption. 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 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 Shares (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 EGS Company Counsel 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 Shares 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 Shares and/or Option Warrants specified in such notice, provided that the Company’s obligation to sell and deliver the Option Shares shall be conditioned upon the Representative’s tender of payment for the applicable Option Shares. The Representative shall deliver the aggregate Option Closing Purchase Price to the Company on the Closing Date or any Option Closing Date. 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.
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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 SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common 360,000 Ordinary Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Closing Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
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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 SecuritiesShares, the Representative is Company hereby granted an grants the Underwriters the option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 13,697,368 Common Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 on behalf of the Underwriters as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 thirty (30) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 written notice to the Company from the Representative, which must be confirmed in writing Representative 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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. Any such cancellation shall be irrevocable.
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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, (i) up to an additional [˜] shares of Voting Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with which may be purchased at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) Option the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 or facsimile email with receipt acknowledgment 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
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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 SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 450,000 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
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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 SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] _____ shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
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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 SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 375,000 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with ), which may be purchased at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) Option the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 written notice by electronic mail 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 Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) forty-five (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 Representative, at the offices of EGS Representative Counsel 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 Shares 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, purchase the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option (provided the Representative has not provided written notice of an Option Closing Date), by written notice to the Company.
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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 SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 642,857 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 thirty (30) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 or written notice to the Company from the Representative, which which, if notice is oral, must be confirmed within one (1) Business Day 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 Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the oral or written notice (whichever occurs first) or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or L▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ 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 Shares 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 Shares and/or Option Warrants 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.
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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 SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 686,250 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with which may be purchased at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common 202,500 Ordinary Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) 1.2.1 For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesFirm Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜●] shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together ” and, collectively with the Option Firm Shares, the “Option Public Securities”). If the Over-Allotment Option is exercised in whole or in party, the Option Shares shall be purchased by the Underwriters in the amounts set forth opposite their respective names on Schedule 1 attached hereto (or a pro rata portion thereof if less than the full Over-Allotment Option is exercised).
(b) 1.2.2 In connection with an exercise of the Over-Allotment Option, (a) the aggregate purchase price to be paid for any the Option Shares is equal to the product of $[˜] multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] purchased multiplied by the number of Option Warrants to be purchased (same price per share paid by the aggregate purchase price to be paid on an Option Closing Date, Underwriters for the “Option Closing Purchase Price”Firm Shares as provided for in Section 1.1.1(ii).
(c) 1.2.3 The Over-Allotment Option granted pursuant to this Section 2.2 1.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 thirty (30) days after the Execution Effective Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 EGS Company Counsel 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 Shares 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 Shares and/or Option Warrants 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.
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Over Allotment Option. (a) 1.2.1 For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesFirm Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 384,375 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together ” and, collectively with the Option Firm Shares, the “Option Public Securities”). If the Over-Allotment Option is exercised in whole or in party, the Option Shares shall be purchased by the Underwriters in the amounts set forth opposite their respective names on Schedule 1 attached hereto (or a pro rata portion thereof if less than the full Over-Allotment Option is exercised).
(b) 1.2.2 In connection with an exercise of the Over-Allotment Option, (a) the aggregate purchase price to be paid for any the Option Shares is equal to the product of $[˜] multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] purchased multiplied by the number of Option Warrants to be purchased (same price per share paid by the aggregate purchase price to be paid on an Option Closing Date, Underwriters for the “Option Closing Purchase Price”Firm Shares as provided for in Section 1.1.1(ii).
(c) 1.2.3 The Over-Allotment Option granted pursuant to this Section 2.2 1.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 thirty (30) days after the Execution Effective Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 EGS Company Counsel 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] _____ shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, warranties and covenants herein and subject to the conditions herein,
1.2.1. the Underwriters shall have the option to purchase, in whole or in part, the Representative is hereby granted an option Company Option Shares from the Company (the “Over-Allotment Option”) ), at a price per share equal to purchase, in the aggregate, Purchase Price (i) up to an additional [˜] Common Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Over-Allotment Option SecuritiesPurchase Price”).;
(b) In connection with 1.2.2. upon an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of $[˜] multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 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 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 to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchase, issue and sell the number of Option Shares and/or to the Underwriters;
1.2.3. the parties agree that the Underwriters may only exercise the Over-Allotment Option Warrants specified for the purpose of covering over-allotments made in such noticeconnection with the Offering of the Firm Shares.
1.2.4. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day following the Effective Date, by written notice from the Representative to the Company (the “Over-Allotment Exercise Notice”). The Representative must give the Over-Allotment Exercise Notice to the Company at least two (2) Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: · the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; · the Over-Allotment Option Purchase Price; · the names and denominations in which the certificates for the Option Shares are to be registered; and · 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. Payment for the Option Shares (the “Option Shares Payment”) shall be made by written notice wire transfer in immediately available funds to the accounts specified by the Company to the Representative 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 (5th) Business Day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Shares Payment shall be made against delivery to the Representative or its designees of the Option Shares to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Shares duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriters shall otherwise instruct.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securitiesallotments, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an 768750 additional [˜] Common Ordinary Shares (the “Option Shares”) and/or (ii) Warrants ). The Option Shares are to purchase up be offered to [˜] Common Shares (“the public at the offering price of $0.20 per Option Warrants”; together with the Option Shares, the “Option Securities”)Share.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Shares is equal to the product of $[˜] the Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Underwriter as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 days after the Execution Date. An The Underwriter will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-Allotment Option by the RepresentativeUnderwriter. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, 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 such Option Securities Shares (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 RepresentativeUnderwriter but in no event later than , 2023, at the offices of EGS SRF or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities Shares 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 UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative Underwriter may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
(d) The Company acknowledges and agrees that, with respect to any Notice(s) of Exercise (as defined in the Pre-funded Warrants) delivered by a Holder (as defined in the Pre-funded Warrants) on or prior to 12:00 p.m. (New York City time) on the Closing Date, which Notice(s) of Exercise may be delivered at any time after the time of execution of this Agreement, the Company shall deliver the Warrant Shares subject to such notice(s) to the Holder by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-funded Warrants) under the Pre-funded Warrants. The Company acknowledges and agrees that the Holders are third-party beneficiaries of this covenant of the Company.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 2,700,000 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 285,714 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 thirty (30) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 RepresentativeRepresentative (but in no event prior to the Closing Date), 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Sources: Underwriting Agreement (Capstone Green Energy Corp)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesFirm Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 833,333 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the aggregate purchase price to be paid for any the Option Shares is equal to the product of $[˜] the Price per Share multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Sources: Underwriting Agreement (Agrify Corp)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜_____] Common Ordinary Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Underwriters as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-Allotment Option by the RepresentativeOption. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, 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 Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of EGS Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Securities does Shares do 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, each of the Underwriters Underwriters, acting severally and not jointly, will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 292,500 shares of Common Stock, representing 15% of the Closing Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Sources: Underwriting Agreement (InMed Pharmaceuticals Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 7,792,207 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 (thirty) 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. 14.1 The Over-Allotment Option is exercisable by the Underwriters at or before 5:00 p.m. (aToronto time) For on the purposes of covering date that is 30 days after the Closing Date. The Over-Allotment Option may be exercised in whole or in part at any over-allotments time and from time to time prior to its expiry in connection accordance with the distribution and sale provisions of this Agreement. The Underwriters shall be under no obligation whatsoever to exercise the Over-Allotment Option in whole or in part.
14.2 The Over-Allotment Option is exercisable by the Underwriters by written notice to the Company from GMP, on behalf of the Closing SecuritiesUnderwriters, which notice will specify the Representative is hereby granted an option number of Additional Shares to be purchased by the Underwriters and the date (the “Over-Allotment OptionOption Closing Date”) and time (the “Option Closing Time”) on and at which such Additional Shares are to be delivered and purchased. Any such Option Closing Date may be the same as (but not earlier than) the Closing Date and will not be earlier than two Business Days nor later than five Business Days after the date of delivery of such a notice. Upon the furnishing of such a notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 18.1 of this Agreement, and the Company will be committed to sell in accordance with and subject to the provisions of this Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying their over-allocation position made in connection with the Offering.
14.3 In the event that the Over-Allotment Option is exercised by the Underwriters and any of the Additional Shares are purchased by the Underwriters, payment of the aggregate Offering Price for and delivery of any definitive share certificate(s) evidencing, in aggregate, (i) up such quantity of Additional Shares as GMP, on behalf of the Underwriters, may direct the Company in writing not less than one Business Day prior to an additional [˜] Common Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option SharesClosing Date, registered in the name of “CDS & Co.” and/or some other name or names as GMP, on behalf of the Underwriters, may direct the Company in writing not less than one Business Day prior to the Option Closing Date, will be made at the offices noted in Section 11 of this Agreement, or at such other place as may be agreed by the Underwriters and the Company, on the Option Closing Date.
14.4 At the Option Closing Time, the “Company shall effect or cause to be effected one or more electronic deposit(s) pursuant to the non-certificated issue system maintained by CDS Clearing & Depository Services Inc. representing, in aggregate, such quantity of Additional Shares as GMP, on behalf of the Underwriters, may direct the Company in writing not less than two Business Days prior to the Option Securities”).
(b) In connection with an exercise Closing Date, against payment by the Underwriters to the Company of the aggregate Offering Price per Additional Share in respect of which the Underwriters are exercising the Over-Allotment Option, less the applicable amount of the Commission and subject to any applicable deductions pursuant to Section 12.2, by certified cheque, bank draft or wire transfer payable to or as directed by the Company not less than 48 hours prior to the Option Closing Time.
14.5 The several obligations of the Underwriters to purchase the Additional Shares, if any, hereunder are subject to, at the Option Closing Time:
(a) the purchase price delivery to be paid for any GMP, on behalf of the Underwriters, of the officer’s certificate contemplated in Section 13(d) of this Agreement, dated the Option Shares is equal to the product of $[˜] multiplied by the number of Option Shares to be purchased, and Closing Date;
(b) satisfaction of the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Dateconditions set forth in Section 13(f), the “Option Closing Purchase Price”Section 13(g)., Section 13(i) and Section 13(k); and
(c) The Over-Allotment Option granted the Company shall have delivered the definitive certificate or certificates, as the case may be, and/or effected an electronic deposit pursuant to the non-certificated issue system maintained by CDS Clearing & Depository Services Inc. representing, in aggregate, the quantity of Additional Shares so specified in Section 14.4 of this Agreement; provided that any reference in this Agreement to the Initial Shares, Closing Date and Closing Time shall be deemed, for the purposes of this Section 2.2 may be exercised by the Representative as 14.5, 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 refer to the exercise of Additional Shares, Option Closing Date and Option Closing Time, respectively.
14.6 In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option by is exercisable, appropriate adjustments will be made to the Representative. The exercise price and to the number of Additional Shares issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such 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 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 to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time immediately prior to the expiration of the Over-Allotment Option by written notice to the Companysuch subdivision, consolidation, reclassification or change.
Appears in 1 contract
Sources: Underwriting Agreement
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜*] shares of Common Stock, representing fifteen percent (15%) of the Closing Shares sold in the Offering (“Option Warrants”; together with the Option Shares, the “Option SecuritiesShares”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of $[˜] the Closing Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 Representative, and shall be consummated remotely via the exchange of funds, documents and signatures, or, at the option of the parties, at the offices of EGS 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 Option Securities Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
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 by the Company (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] _______ Common Shares (“Option Shares”) and/or (ii) Class C Warrants to purchase up to [˜] ______ Common Shares (“Option Purchase Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (ai) the purchase price to be paid for any Option Shares is equal to the product of $[˜] ____ multiplied by the number of Option Shares to be purchased, purchased and (bii) the purchase price to be paid for any Option Purchase Warrants is equal to the product of $[˜] _____ multiplied by the number of Option Purchase Warrants to be purchased (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 the earlier of 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 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 to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Purchase Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 645,000 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Underwriter as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 30 days after the Execution Date. An The Underwriter will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-Allotment Option by the RepresentativeUnderwriter. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, 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 Shares (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 RepresentativeUnderwriter, 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 RepresentativeUnderwriter. If such delivery and payment for the Option Securities Shares 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 UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative Underwriter may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesUnits and/or the Pre-Funded Units, the Representative Representative, on behalf of the Underwriters, is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase (i) up to an additional [˜] Common 2,250,000 Option Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option 2,250,000 Eight-Month Warrants and up to 2,250,000 Five-Year Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an the exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Shares is subject to the Over-Allotment Option will be equal to the product of $[˜] multiplied by the number of 0.99998 per Option Shares to be purchased, Share and (b) the purchase price to be paid for any the Option Warrants is will be equal to the product of $[˜] multiplied by the number of 0.00001 per Option Warrants to be purchased Warrant (the aggregate purchase price to be paid on an Option Closing Dateeach and/or both, the “Option Closing Purchase Price”,” as the context may require).
(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 Shares and/or the Option Warrants within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities Shares or Option Warrants prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentative and may purchase either Option Shares or Option Warrants or both Option Shares and Option Warrants in its sole discretion. 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 Shares and/or Option Warrants (each, an “Option Closing Date”), which will not be later than two the earlier of (2i) 45 days after the Execution Date and (ii) one (1) full Business Days Day after the date of the notice notice, or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS Underwriter Counsel, 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 Shares and/or Option Warrants 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 2,343,750 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Sources: Underwriting Agreement (VistaGen Therapeutics, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 3,462,499 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 thirty (30) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 EGS or at such other place location (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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
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 Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common 262,500 Ordinary Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of $[˜] multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 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 RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, 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 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 RepresentativeRepresentatives, 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 RepresentativeRepresentatives. 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 Shares and/or Option Warrants Securities specified in such notice. The Representative 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.
Appears in 1 contract
Sources: Underwriting Agreement (Powerbridge Technologies Co., Ltd.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 450,000 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Representatives as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days Day 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 Shares 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 Shares and/or Option Warrants specified in such notice. The Representative 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.
Appears in 1 contract
Sources: Underwriting Agreement (Cibus, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) purchase up to an additional [˜] 202,500 shares of Common Stock, representing fifteen percent (15%) of the Closing Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 or facsimile or other electronic transmission setting transmission. Such notice shall set 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 Shares (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 Representative, at the offices of EGS Fox Rothschild 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 187,500 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 forty-five (45) days after the Execution Closing Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days Day 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common 169,817 Ordinary Shares in the form of American Depositary Shares (the “Option Shares”) and/or (ii) Warrants with each Option Share to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”)be purchased at $2.22.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Shares is equal to the product of $[˜] 2.22 multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 EGS Loeb 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Sources: Underwriting Agreement (AnPac Bio-Medical Science Co., Ltd.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 450,000 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days Day 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Sources: Underwriting Agreement (TSS, Inc.)
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, (i) purchase up to an additional [˜] 204,000 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, ” or the “Option Securities”)) which may be purchased at the Closing Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of $[˜] the Closing Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares 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 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 Representative, at the offices of EGS Lucosky ▇▇▇▇▇▇▇▇ LLP 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 to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such noticeShares. 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 429,000 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securitiesallotments, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an 1,548,522 additional [˜] Common Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option SecuritiesOver-Allotment Shares”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option the Over-Allotment Shares is equal to the product of $[˜] the Common Stock Purchase Price multiplied by the number of Option Over-Allotment Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Over-Allotment Closing Date, the “Option 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 Option Securities within Over-Allotment Shares for 45 days after the Execution Dateclosing of the Offering. An Underwriter will not be under any obligation to purchase any Option Securities 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 mail, email or facsimile or other electronic transmission setting forth the number of Option Over-Allotment Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities such Over-Allotment Shares (each, an “Option 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 EGS K&C 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 Over-Allotment Shares does not occur on the Closing Date, each Option 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 Option Over-Allotment Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Over- Allotment Option by written notice to the Company.
Appears in 1 contract
Sources: Underwriting Agreement (Seachange International Inc)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 300,000 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with ), each of which may be purchased at the Option Shares, the “Option Securities”)Per Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Shares is equal to the product of $[˜] the Per Share Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (each, an “Option Closing Date”), which will not be later than the earlier of 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice of such exercise 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Sources: Underwriting Agreement (Dolphin Entertainment, Inc.)
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 by the Company (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 1,646,340 Common Shares (“Option Shares”) and/or (ii) Class C Warrants to purchase up to [˜] 1,646,340 Common Shares (“Option Purchase Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (ai) the purchase price to be paid for any Option Shares is equal to the product of $[˜] 1.5249999 multiplied by the number of Option Shares to be purchased, purchased and (bii) the purchase price to be paid for any Option Purchase Warrants is equal to the product of $[˜] 0.0000001 multiplied by the number of Option Purchase Warrants to be purchased (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 the earlier of 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 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 to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Purchase Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 253,125 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Sources: Underwriting Agreement (Heritage Distilling Holding Company, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 60,000 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Sources: Underwriting Agreement (Healthy Choice Wellness Corp.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 783,970 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 EGS Mintz 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 Shares 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 Shares and/or Option Warrants specified in such notice. On the Option Closing Date, the Representative shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to the aggregate purchase price for the Option Shares. 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.
Appears in 1 contract
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 Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 1,153,846 Common Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an the 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 (in whole or in part at any time) or any part (from time to time) of the Option Securities on one, but not more than one, occasion within 45 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (each, an the “Option Closing Date”), which will not be later than two one (21) full Business Days Day after the date of the notice notice, confirmed in writing, 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 Shares does not occur on the Closing Date, each the Option Closing Date will be as set forth in the noticenotice pursuant to the prior sentence. 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 1,500,000 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with which may be purchased at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Sources: Underwriting Agreement (Bellerophon Therapeutics, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesFirm Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] ●]1 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the aggregate purchase price to be paid for any the Option Shares is equal to the product of $[˜] the Price per Share multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Sources: Underwriting Agreement (Agrify Corp)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is are hereby granted an option after the Closing Date (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜*] shares of Common Stock, representing fifteen percent (15%) of the Closing Shares sold in the Offering (“Option Warrants”; together with the Option Shares, the “Option SecuritiesShares”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of $[˜] the Closing Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 written notice (email being sufficient) to the Company from the RepresentativeRepresentative (each, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting an “Option Notice”). The Option Notice shall set forth the number of Option Shares and/or Option Warrants as to be purchased which the option is being exercised, and the date and time for delivery of when the corresponding Option Shares are to be delivered and payment made for the Option Securities Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) forty-five (45) days after the Execution Date and (ii) two (2) full Business Days after the date of the notice Option Notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP 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 Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the noticeOption 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 Shares and/or Option Warrants specified in such noticeOption 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 450,000 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days Day 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
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, (i) up to an additional [˜] 342,000 shares of Common Shares Stock (“Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Shares Securities 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants Securities to be purchased (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 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 two three (23) 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 Underwriter Counsel 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 to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants Securities 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.
Appears in 1 contract
Sources: Underwriting Agreement (Cachet Financial Solutions, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securitiesallotments, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an 330,508 additional [˜] Common Shares ADSs (the “Option Shares”) and/or (ii) Warrants ). The Option Shares are to purchase up be offered to [˜] Common Shares (“the public at the offering price of $2.36 per Option Warrants”; together with the Option Shares, the “Option Securities”)Share.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Shares is equal to the product of $[˜] the ADS Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Underwriter as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 30 days after the Execution Date. An The Underwriter will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-Allotment Option by the RepresentativeUnderwriter. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, 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 such Option Securities Shares (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 RepresentativeUnderwriter but in no event later than February 10, 2022, at the offices of EGS SRF or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities Shares 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 UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative Underwriter may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Sources: Underwriting Agreement (BiondVax Pharmaceuticals Ltd.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 240,000 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Representatives as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the a 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 Shares (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 RepresentativeRepresentatives, 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 RepresentativeRepresentatives. If such delivery and payment for the Option Securities Shares 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 Shares and/or Option Warrants specified in such notice. The Representative 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common Shares _____ shares of Preferred Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Shares is equal to the product of $[˜] the Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (each, an “Option Closing Date”), which will not be later than two three (23) 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Sources: Underwriting Agreement (Medical Transcription Billing, Corp)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 944,000 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with ), which may be purchased at the Option Shares, the “Option Securities”)Closing Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Shares is equal to the product of $[˜] the Closing Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (each, an “Option Closing Date”), which will not be earlier than the Closing Date nor earlier than the third Trading Day following the date of the notice (other than in connection with a notice delivered between the date hereof and the Closing Date for which the Closing Date may be the Option Closing Date) nor later than two five (25) 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜●] shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 written notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission Representative 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 Shares (each, an “Option Closing Date”), which will must be at least one (1) Trading Day after such written notice is given and may not be earlier than the Closing Date or later than two 10:00 a.m., New York City time, on the second (22nd) full Business Days Trading Day 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 Underwriter Counsel or at such other place location (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 Shares 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, each of the Underwriters Underwriters, acting severally and not jointly, will become obligated to purchase, the number of Option Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common _____ Ordinary Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Closing Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “"Over-Allotment Option”") to purchase, in the aggregate, (i) up to an additional [˜] 999,999 shares of Common Shares Stock (“the "Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”").
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Shares is equal to the product of $[˜] the Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common 999,999 Ordinary Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with which may be purchased at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 thirty (30) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (each, an “Option Closing Date”), which will not be later than two three (23) 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Sources: Underwriting Agreement (CYREN Ltd.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] _____ shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 EGS M&E 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 776,250 Common Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Shares is shall be 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (each, an “Option Closing Date”), which will not be later than two one (21) full Business Days Day 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 Shares do 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 UnderwritersRepresentative, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 1,235,294 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securitieshares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, purchase in the aggregateaggregate up to 247,500 shares of Common Stock, (i) up to an additional [˜] Common Shares (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with ), at the Option Shares, the “Option Securities”)Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares in any combination thereof 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 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 Representative, at the offices of EGS Gracin & M▇▇▇▇▇, LLP 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 to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] Common Shares 1,000,000 shares at the Undiscounted Share Purchase Price and up to 538,461 shares at the Discounted Share Purchase Price (such shares, in the aggregate, the “Option Shares”) and/or (ii) Warrants ), with any exercise of the Over-Allotment Option to purchase up me made pro rata to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”)such allocation.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any the Option Shares is equal to the product of $[˜] the Undiscounted Share Purchase Price or Discounted Share Price, as applicable based on the pro rata allocation referred to in Section 2.2(a), multiplied by the number of Option Shares to be purchased, and (b) the purchase purchased at such price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 Shares within 45 thirty (30) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities 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 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 Shares (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 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 Shares 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 Shares and/or Option Warrants 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.
Appears in 1 contract
Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, warranties and covenants herein and subject to the conditions herein, the Representative is hereby granted an Underwriter shall have the option to purchase the Option Shares from the Company (the “Over-Allotment Option”) to purchase), in each case, at a price per Share equal to the aggregate, (i) up Purchase Price less an amount per Closing Share equal to an additional [˜] Common any dividends or distributions declared by the Company and payable on the Closing Shares but not payable on the Option Shares (“Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Over-Allotment Option SecuritiesPurchase Price”).;
(b) In connection with 4.2.2. Upon an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of $[˜] multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (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 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 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 to the terms and conditions set forth herein, the Underwriters will become obligated Company agrees to purchase, issue and sell the number of Option Shares and/or Option Warrants specified in such noticeto the Underwriter;
4.2.3. The Representative 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 Supplement, 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 (2) 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 expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
4.2.4. The Over-Allotment Exercise Notice shall set forth each of the following:
4.2.4.1 the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised.
4.2.4.2 the Over-Allotment Option Purchase Price.
4.2.4.3 the names and denominations in which the Option Shares are to be registered.
4.2.4.4 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.
4.2.5. Payment for the Option Shares (the “Option Shares Payment”) shall be made by written notice wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of Kaufman & Canoles, 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 Business Day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Shares Payment shall be made against delivery to the Underwriter for the respective accounts of the Underwriter of the Option Shares to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Shares duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct.
Appears in 1 contract
Over Allotment Option. (a) 4. For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to an additional [˜] 1,308,000 shares of Common Shares Stock (the “Option Shares”) and/or (ii) Warrants to purchase up to [˜] Common Shares (“Option Warrants”; together with the Option Shares, the “Option Securities”).
(b) 5. In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any 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 any Option Warrants is equal to the product of $[˜] multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) 6. The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, 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 Shares (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 RepresentativeRepresentatives, at the offices of EGS Faegre or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Securities Shares 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 Shares and/or Option Warrants specified in such notice. The Representative 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.
Appears in 1 contract
Sources: Underwriting Agreement (AquaBounty Technologies, Inc.)