Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share. 12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of: (a) covering over-subscriptions in connection with the Placing; and/or (b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing. 12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company. 12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 3 contracts
Sources: Placing and Underwriting Agreement, Placing and Underwriting Agreement (Yanzhou Coal Mining Co LTD), Placing and Underwriting Agreement (Yanzhou Coal Mining Co LTD)
Over Allotment Option. 12.1 The Company hereby grants On the Over-allotment Option basis of the representations, warranties and covenants herein and subject to the Placing Agent exercisable at any time during conditions herein,
(i) the period commencing from Underwriters shall have the date of this Agreement option to purchase, severally and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion directnot jointly, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and from time to time, during payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-allotment Allotment Option Period and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Shares to the several Underwriters;
(iii) the parties agree that the Underwriters may only exercise the Over-Allotment Option for the purposes of:
(a) purpose of covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be allotments made in connection with the Placingoffering of the Firm Shares.
(iv) The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth day after Closing Date, by written notice from the Representatives to the Company (the “Over-Allotment Exercise Notice”). The Underwriters must give the Over-Allotment Exercise Notice to the Company at least one business days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Representatives may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(v) The Over-allotment Option Allotment Exercise Notice shall be exercisable by written notice served by set forth:
(A) the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the aggregate number of the Option Shares as to which the Placing Agent Over-Allotment Option is then exercising being exercised;
(B) the Over-allotment Option. Upon Allotment Option Purchase Price;
(C) the exercise of names and denominations in which the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in are to be registered; and
(D) the written notice above. Payment and delivery shall applicable Additional Closing Date, which may be simultaneous and time and date of payment and delivery shall be at the same date and time as the Completion of Closing Date but shall not be earlier than the Placing.
12.3 The Company acknowledges and agrees that Closing Date nor later than the amount payable by tenth full business day after the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% date of the Over-Allotment Placing Proceeds Exercise Notice.
(out vi) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Representatives at the office of which VCL Law LLP at 10:00 a.m., Eastern Time, on the Placing Agent will pay any placing commissions payable to Subdate specified in the corresponding Over-AgentsAllotment Exercise Notice, or at such other place on the same or such other date and time, as the Representatives and the Company may agree upon in writing (an “Additional Closing Date”). The Company Option Shares Payment shall pay be made against delivery to the relevant brokerageRepresentatives for the respective accounts of the several Underwriters of the Option Shares to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and if required other similar taxes payable in connection with the sale of the Option Shares duly paid by the Stock Exchange, Company. Delivery of the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may shall be reasonably incurred by made through the Placing Agent in relation to facilities of DTC unless the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the CompanyRepresentatives shall otherwise instruct.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 3 contracts
Sources: Underwriting Agreement (HiTek Global Inc.), Underwriting Agreement (HiTek Global Inc.), Underwriting Agreement (HiTek Global Inc.)
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) For the purposes of covering any over-subscriptions allotments in connection with the Placing; and/ordistribution and sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [ ] shares of Common Stock (the “Option Shares”) and Warrants to purchase up to [ ] shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively.
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, (a) the Placing Agent shall purchase price to be obliged paid for the Option Shares is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-allotment Allotment Option Shares specified in the written notice above. Payment and delivery shall granted pursuant to this Section 2.2 may be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% Representative as to all (at any time) or any part (from time to time) of the OverOption Securities within forty-Allotment Placing Proceeds five (out of which 45) days after the Placing Agent Execution Date. An Underwriter will pay not be under any placing commissions payable obligation to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment purchase any Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of PC or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Placing Proceeds 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 payment the expiration of the Over-Allotment Option by written notice to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 3 contracts
Sources: Underwriting Agreement (Hancock Jaffe Laboratories, Inc.), Underwriting Agreement (Achieve Life Sciences, Inc.), Underwriting Agreement (Achieve Life Sciences, Inc.)
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) For the purposes of covering any over-subscriptions allotments in connection with the Placing; and/ordistribution and sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase up to 225,000 shares of Common Stock, representing fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the Offering (the “Option Shares”), and/or 225,000 Warrants, representing fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the Offering (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”), which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, the Warrant Agent Agreement.
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, (a) the Placing Agent shall purchase price to be obliged paid for any Option Shares is equal to procure subscribers for, or failing which itself to subscribe as principal, such 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 the Warrant Purchase Price 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 Allotment Option Shares specified in the written notice above. Payment and delivery shall granted pursuant to this Section 2.2 may be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% Representative as to all (at any time) or any part (from time to time) of the Over-Allotment Placing Proceeds (out of which Option Shares, and/or Option Warrants in any combination thereof within 45 days after the Placing Agent Execution Date. An Underwriter will pay not be under any placing commissions payable obligation to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment purchase any Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent 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 Lucosky B▇▇▇▇▇▇▇ 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 Placing Proceeds 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 payment the expiration of the Over-Allotment Option by written notice to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 3 contracts
Sources: Underwriting Agreement (Worksport LTD), Underwriting Agreement (Worksport LTD), Underwriting Agreement (Worksport LTD)
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) For the purposes of covering any over-subscriptions allotments in connection with the Placing; and/ordistribution and sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to _______ shares of Common Stock (the “Option Shares”) and Warrants to purchase up to ______ shares of Common Stock (the “Option Warrants” and, together with the Option Shares, the “Option Securities”) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively.
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, (a) the Placing Agent shall purchase price to be obliged paid for the Option Shares is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-allotment Allotment Option Shares specified in the written notice above. Payment and delivery shall granted pursuant to this Section 2.2 may be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% Representative as to all (at any time) or any part (from time to time) of the Over-Allotment Placing Proceeds (out of which Option Securities within 45 days after the Placing Agent Execution Date. An Underwriter will pay not be under any placing commissions payable obligation to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment purchase any Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent 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. Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Placing Proceeds prior Option, the Company will become obligated to payment convey to the Company.
12.4 On and Underwriters, and, subject to the terms of this Agreementand conditions set forth herein, the Company hereby undertakes that it Underwriters will after receipt of become obligated to purchase, the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request 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. On each Option Closing Date, if any, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of EGS or such other location as the Company and Representative shall mutually agree.
Appears in 3 contracts
Sources: Underwriting Agreement (Nuwellis, Inc.), Underwriting Agreement (Nuwellis, Inc.), Underwriting Agreement (Nuwellis, Inc.)
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) For the purposes of covering any over-subscriptions allotments in connection with the Placing; and/ordistribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase up to 180,000 shares of Common Stock, representing fifteen percent (15%) of the Closing Shares sold in the Offering (the “Option Shares”), which may be purchased at the Closing Purchase Price.
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, the Placing Agent 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. On an Option Closing Date, the Option Closing Purchase Price shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of paid.
(c) The Over-allotment Allotment Option Shares specified in the written notice above. Payment and delivery shall granted pursuant to this Section 2.02 may be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be Representative as to all (at any time) or any part (from time to time) of the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of within forty-five (45) days after the Over-Allotment Placing Proceeds (out of which the Placing Agent Closing Date. An Underwriter will pay not be under any placing commissions payable obligation to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment purchase any Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent 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 to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) forty-five (45) days after the Closing 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 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 Representative. If such delivery and payment for the Option Shares does not occur on the Option Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Placing Proceeds 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 specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to payment the expiration of the Over-Allotment Option by written notice to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 3 contracts
Sources: Underwriting Agreement (Lafayette Energy Corp.), Underwriting Agreement (Lafayette Energy Corp.), Underwriting Agreement (Lafayette Energy Corp.)
Over Allotment Option. 12.1 The Company hereby grants In the Overevent that any over-allotment Option option granted to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. underwriters of the 3rd Business Day after IPO pursuant to the date of this Underwriting Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable is exercised in whole or in part part, Premier shall have the option to require Premier LP to issue, sell and from time transfer additional Class A Common Units (the “Additional Class A Common Units”) to time, during Premier in an amount equal to the number of shares of Premier’s Class A common stock being purchased by the underwriters through the exercise of such over-allotment option (the “Over-Allotment Call Option”). Premier may exercise the Over-allotment Allotment Call Option Period for on or after the purposes of:
Effective Date, by delivering written notice of its exercise to Premier LP (a) covering overan “Over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the PlacingAllotment Call Option Notice”). The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number obligations of the Shares as Premier LP to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged transfer Additional Class A Common Units to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect Premier pursuant to the Over-allotment Allotment Call Option Shares in respect of which shall not be subject to any conditions. If not previously exercised, the Over-Allotment Call Option with respect to any Additional Class A Common Units will expire on the earlier of March 31, 2014 or the time and date upon which the underwriters’ over-allotment Option has been exercised by the Placing Agent option expires. The purchase price for each Additional Class A Common Unit shall be equal to the aggregate Placing Price for such IPO Price. The closing of each Over-allotment Allotment Call Option Shares less a placing commission in HK dollars and the transfer of 2% the Additional Class A Common Units from Premier LP to Premier (each, an “Over-Allotment Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇ on or after the Effective Date promptly after receipt of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerageCall Option Notice, or at such other time and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses place as may be reasonably incurred agreed upon by the Placing Agent in relation to the exercise of the Over-allotment OptionPremier and Premier LP. Such amounts may be deducted by the Placing Agent from At the Over-Allotment Placing Proceeds prior Closing, Premier shall deliver to payment Premier LP, by wire transfer of immediately available funds to a bank account designated in writing by Premier LP, an amount equal to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in Additional Class A Common Units being purchased multiplied by the notice to such person(s) as the Placing Agent may request in such noticeIPO Price.
Appears in 3 contracts
Sources: Unit Put/Call Agreement (Premier, Inc.), Unit Put/Call Agreement (Premier, Inc.), Unit Put/Call Agreement (Premier, Inc.)
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) For the purposes of covering any over-subscriptions allotments in connection with the Placing; and/ordistribution and sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to _____ shares of Common Stock (the “Option Shares”) and Series A Warrants to purchase up to ____ shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively.
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, (a) the Placing Agent shall purchase price to be obliged paid for the Option Shares is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-allotment Allotment Option Shares specified in the written notice above. Payment and delivery shall granted pursuant to this Section 2.2 may be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% Representative as to all (at any time) or any part (from time to time) of the OverOption Securities within forty-Allotment Placing Proceeds five (out of which 45) days after the Placing Agent Execution Date. An Underwriter will pay not be under any placing commissions payable obligation to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment purchase any Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent 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 Placing Proceeds 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 payment the expiration of the Over-Allotment Option by written notice to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 3 contracts
Sources: Underwriting Agreement (Kempharm, Inc), Underwriting Agreement (Kempharm, Inc), Underwriting Agreement (Kempharm, Inc)
Over Allotment Option. 12.1 The Company hereby grants On the Over-allotment Option basis of the representations, warranties and covenants herein and subject to the Placing Agent exercisable at any time during conditions herein,
(i) the period commencing from Underwriters shall have the date of this Agreement option to purchase, severally and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion directnot jointly, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and part, the Option Shares from time the Company (the “Over-Allotment Option”), in each case, at a price per share equal to time, during the Purchase Price (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-allotment Allotment Option Period and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Shares to the several Underwriters;
(iii) the parties agree that the Underwriters may only exercise the Over-Allotment Option for the purposes of:
(a) purpose of covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be allotments made in connection with the Placingoffering of the Firm Shares.
(iv) The Underwriters 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 Closing Date, by written notice from the Representative to the Company (the “Over-Allotment Exercise Notice”). The Underwriters must give the Over-Allotment Exercise Notice to the Company at least one Business day 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 Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(v) The Over-allotment Option Allotment Exercise Notice shall be exercisable by written notice served by set forth:
(A) the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the aggregate number of the Option Shares as to which the Placing Agent Over-Allotment Option is then exercising being exercised;
(B) the Over-allotment Option. Upon Allotment Option Purchase Price;
(C) the exercise of names and denominations in which the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in are to be registered; and
(D) the written notice above. Payment and delivery shall applicable Additional Closing Date, which may be simultaneous and time and date of payment and delivery shall be at the same date and time as the Completion of Closing Date but shall not be earlier than the Placing.
12.3 The Company acknowledges and agrees that Closing Date nor later than the amount payable by tenth (10th) full Business day after the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% date of the Over-Allotment Placing Proceeds Exercise Notice.
(out vi) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Representative at the offices of which ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel at 10:00 a.m. Eastern Time, on the Placing Agent will pay any placing commissions payable to Subdate specified in the corresponding Over-AgentsAllotment 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 Representative and the Company may agree upon in writing (an “Additional Closing Date”). The Company Option Shares Payment shall pay be made against delivery to the relevant brokerageRepresentative for the respective accounts of the several Underwriters of the Option Shares to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and if required other similar taxes payable in connection with the sale of the Option Shares duly paid by the Stock Exchange, Company. Delivery of the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may shall be reasonably incurred by made through the Placing Agent in relation to facilities of DTC unless the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the CompanyRepresentative shall otherwise instruct.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 2 contracts
Sources: Underwriting Agreement (Serve Robotics Inc. /DE/), Underwriting Agreement (Serve Robotics Inc. /DE/)
Over Allotment Option. 12.1 (1) The Company hereby grants the Over-allotment Allotment Option may be exercised by the Underwriters at any time, in whole or in part, by the Lead Underwriters, on behalf of the Underwriters, delivering notice to the Placing Agent exercisable at any time during Company not later than 2:00 p.m. (Vancouver time) on the period commencing from 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date of this Agreement (the “Option Closing Date”) and ending time (the “Option Closing Time”) on and at 4:30 p.m. of which such Additional Shares are to be purchased. Such Option Closing Date may be the 3rd same as (but not earlier than) the Closing Date and will not be earlier than three Business Day Days nor later than five Business Days after the date of delivery of such notice (except to the extent a shorter or longer period shall be agreed to by the Company). Subject to the terms of this Agreement (“Over-allotment Option Period”) agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to require purchase, in the respective percentages set forth in Section 23, and the Company will be committed to issue and sell in accordance with and subject to the Over-allotment Option provisions of this Agreement, the number of Additional Shares indicated in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at notice. Additional Shares may be purchased by the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period Underwriters only for the purposes of:
(a) covering purpose of satisfying the Underwriters’ “over-subscriptions allocation position” (as defined in National Instrument 41-101 – General Prospectus Requirements) in connection with the Placing; and/orOffering.
(b2) covering over-allocations which may be made in connection with In the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during event that the Over-allotment Allotment Option Period setting out is exercised in accordance with its terms, the closing of the issuance and sale of that number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Additional Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of Underwriters are exercising the Over-Allotment Placing Proceeds Option shall take place at the Option Closing Time at the offices of Fasken ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or at such other place as may be agreed to by the Underwriters and the Company.
(out 3) At the Option Closing Time, the Company shall issue to the Underwriters that number of Additional Shares in respect of which the Placing Agent will pay any placing commissions Underwriters are exercising the Over-Allotment Option and deposit with CDS or its nominee, if requested by BMO, the Additional Shares electronically through the non-certificated inventory system of CDS against payment per Additional Share by wire transfer or certified cheque payable to Sub-Agentsthe Company or as otherwise directed by the Company.
(4) Concurrently with the deliveries and payment under paragraph (3). The , the Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation Underwriting Fee applicable to the exercise Additional Shares in the manner provided in the twelfth paragraph of this Agreement against delivery of a receipt for that payment.
(5) The obligation of the Over-allotment Option. Such amounts may be deducted Underwriters to make any payment or delivery contemplated by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and this Section 16 is subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to conditions set forth in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such noticeSection 15.
Appears in 2 contracts
Sources: Underwriting Agreement (Eldorado Gold Corp /Fi), Underwriting Agreement
Over Allotment Option. 12.1 On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Common Shares, representing 15.0% of the Common Shares sold in the offering from the Company (the “Option Shares” as applicable) The Company hereby grants purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 3(a) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares. The offering and sale of the Securities is herein referred to as the “Offering”.
(ii) upon an exercise of the Over-Allotment Option and subject to the Placing Agent exercisable terms and conditions herein, the Company agrees to issue and sell the Option Shares to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time during in whole, or from time to time in part, on or before the period commencing from forty-fifth (45th) day following the date of this Agreement and ending the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at 4:30 p.m. least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the 3rd Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Shares;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of this Agreement (“the Over-allotment Allotment Exercise Notice.
(v) Payment for the Option PeriodShares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [10:00] [a.m.] ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth 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.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to require purchase that number of the Company Company’s Common Shares equal to issue 5.0% of the Over-allotment Option aggregate number of Common Shares sold in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 Offering. The Over-allotment Option Underwriter’s Warrant will be exercisable in whole or in part at any time and from time to time, in whole or in part, during the Overperiod commencing six months from the commencement of sales in the Offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the Public Offering Price per share of the Common Shares at the Offering. The Underwriter’s Warrant and the shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares during the 180-allotment Option Period day period after the commencement of sales of the Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the purposes of:
commencement of sales of the Firm Shares in the Offering to anyone other than (aA) covering over-subscriptions an Underwriter or a selected dealer in connection with the PlacingOffering, or (B) a bona fide officer or partner of the Underwriter or selected dealer; and/or
(b) covering overand only if any such transferee agrees to the foregoing lock-allocations which may up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made in connection with on the Placing. The Over-allotment Option Closing Date and the Underwriter’s Warrant shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified issued in the written notice above. Payment name or names and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time in such authorized denominations as the Completion of the PlacingUnderwriter may request.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 2 contracts
Sources: Underwriting Agreement (Clearmind Medicine Inc.), Underwriting Agreement (Clearmind Medicine Inc.)
Over Allotment Option. 12.1 The On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriter shall have the option to purchase the Option Shares from the Company hereby grants (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over Allotment Purchase Price”).
(ii) upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent exercisable terms and conditions herein, the Company agrees to issue and sell the Option Shares to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time during in whole, or from time to time in part, on or before the period commencing from forty-fifth (45th) day following the date of this Agreement and ending the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at 4:30 p.m. 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 3rd Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the Over-Allotment Purchase Price;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of this Agreement (“the Over-allotment Allotment Exercise Notice.
(v) Payment for the Option PeriodShares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of S▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP at [5:00] [p.m.] Eastern Time 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 its account 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.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to require purchase that number of shares of Common Stock equal to 5.0% of the Company to issue aggregate number of shares of the Company’s Common Stock sold in the Offering (excluding the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 Allotment Option). The Over-allotment Option Underwriter’s Warrant will be exercisable in whole or in part at any time and from time to time, in whole or in part, during the Overperiod commencing six months from the commencement of sales of the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per share of Common Stock in the Offering. The Underwriter’s Warrant shall be exercisable on a cash basis; provided, that if a registration statement registering the shares of Common Stock underlying the Underwriter’s Warrant is not effective, the Underwriter’s Warrant shall be exercisable on a cashless basis. The Underwriter’s Warrant and the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares of Common Stock during the 180-allotment Option Period day period after the commencement of sales of the public offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the purposes of:
commencement of sales of the public offering to anyone other than (aA) covering over-subscriptions the Underwriter or a selected dealer in connection with the PlacingOffering, or (B) a bona fide officer or partner of the Underwriter or of any selected dealer; and/or
(b) covering overand only if any such transferee agrees to the foregoing lock-allocations which may up restrictions. Delivery of the executed Underwriter’s Warrant shall be made in connection with on the Placing. The Over-allotment Option Closing Date and the Underwriter’s Warrant shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified issued in the written notice above. Payment name or names and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time in such authorized denominations as the Completion of the PlacingUnderwriter may request.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 2 contracts
Sources: Underwriting Agreement (JP Outfitters, Inc.), Underwriting Agreement (JP Outfitters, Inc.)
Over Allotment Option. 12.1 (a) The Company Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-allotment Allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue purchase the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 Allotment Debentures. The Over-allotment Allotment Option will be is exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during or times on or before 5:00 p.m. (Calgary time) on the Over-allotment Option Period setting out date that is 30 days following the number of the Shares as to which the Placing Agent is then exercising the Over-allotment OptionClosing Date. Upon the exercise of the Over-allotment OptionFor greater certainty, the Placing Agent Underwriters shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in paid the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares Underwriting Fee in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars sale of 2% of the any Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation Debentures purchased pursuant to the exercise of the Over-allotment Allotment Option. Such amounts The Lead Underwriter, on behalf of the Underwriters, may be deducted by the Placing Agent from exercise the Over-Allotment Placing Proceeds prior Option from time to payment time, in whole or in part, during the currency thereof by delivering written notice to the Company.
12.4 On and subject to Corporation (the terms of this Agreement, “Over-Allotment Notice”) specifying the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares Allotment Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date of the Over-Allotment Option, which shall be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Lead Underwriter, on behalf of the Underwriters, in their sole discretion), pay to the Corporation (or as set out they may otherwise direct), as applicable, the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency against electronic delivery of the Over-Allotment Debentures purchased, to CDS or its nominee on behalf of the Underwriters registered in the notice name of “CDS & Co.” or in such other name as the Lead Underwriter may direct to be held by CDS as a non-certificated inventory in accordance with the rules and procedures of CDS. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 5 relating to closing deliveries unless otherwise agreed to by the Lead Underwriter and the Corporation) shall apply mutatis mutandis to the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Option.
(b) In the event that the Corporation shall subdivide, consolidate, reclassify or otherwise change its Debentures during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Debentures 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 immediately prior to such person(s) as the Placing Agent may request in such noticesubdivision, consolidation, reclassification or change.
Appears in 2 contracts
Sources: Underwriting Agreement (Dirtt Environmental Solutions LTD), Underwriting Agreement (Dirtt Environmental Solutions LTD)
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”1) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will Allotment Option, may be exercisable exercised by the Underwriters at any time, in whole or in part and from time by delivering notice to the Company not later than 5:00 p.m. (Toronto time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during 30th day after the Over-allotment Option Period setting out Closing Date, which notice will specify the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Allotment Shares specified in and/or the written notice above. Payment and delivery shall number of Over-Allotment Warrants to be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable purchased by the Placing Agent to Underwriters and the Company with respect to date (the “Over-allotment Option Shares in respect of Allotment Closing Date”) on and at which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Allotment Securities are to be purchased. Such Over-Allotment Placing Proceeds Closing Date may be the same as (out but not earlier than) the Closing Date and will not be earlier than three Business Days nor later than five Business Days after the date of which delivery of such notice (except to the Placing Agent will pay any placing commissions payable extent a shorter or longer period shall be agreed to Sub-Agentsby the Company). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject Subject to the terms of this Agreement, upon the Underwriters furnishing such notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 23, and the Company hereby undertakes that it will after receipt be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request Allotment Securities indicated in such notice. Over-Allotment Securities may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering and for market stabilization purposes.
(2) In the event that the Over-Allotment Option is exercised in accordance with its terms, the closing of the issuance and sale of that number of Over-Allotment Securities in respect of which the Underwriters are exercising the Over-Allotment Option shall take place electronically or as may be otherwise agreed to by the Underwriters and the Company at 8:00 a.m. (Toronto time) on the applicable Over-Allotment Closing Date or at such other time on the Over-Allotment Closing Date as may be agreed upon in writing by the Company and the Co-Lead Underwriters (the “Over-Allotment Closing Time”).
(3) The obligation of the Underwriters to make any payment or delivery contemplated by this Section 17 is subject to satisfaction of the conditions set forth in Section 16.
Appears in 2 contracts
Sources: Underwriting Agreement (Vox Royalty Corp.), Underwriting Agreement
Over Allotment Option. 12.1 On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [*] additional shares of Common Stock, representing 15.0% of the Closing Shares sold in the offering from the Company (the “Option Shares”). The purchase price to be paid per Option Share shall be equal to the price per Closing Share set forth in Section 3(a) hereof. The Securities shall be issued directly by the Company hereby grants and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(ii) upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent exercisable terms and conditions herein, the Company agrees to issue and sell the Option Shares to the Underwriters and each Underwriter agrees to purchase from the Company, severally and not jointly, the number of shares specified in the Over-Allotment Exercise Notice (as defined in Section 3(b)(iii));
(iii) The Underwriters may exercise the Over-Allotment Option at any time during in whole, or from time to time in part, on or before the period commencing forty-fifth (45th) day following the Closing Date, by written notice from the date of this Agreement and ending Underwriters to the Company (the “Over-Allotment Exercise Notice”). The Underwriters must give the Over-Allotment Exercise Notice to the Company at 4:30 p.m. least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriters may cancel any exercise of the 3rd Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Shares;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of this Agreement (“the Over-allotment Allotment Exercise Notice.
(v) Payment for the Option PeriodShares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to require the accounts specified by the Company to issue the Underwriters at the offices of S▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP. at 11:00 a.m. New York City time on the date specified in the corresponding Over-allotment 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 Underwriters and the Company may agree upon in writing (an “Additional Closing Date”). The Option Shares in such numbers and Payment shall be made against delivery to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period Underwriters for the purposes of:
(a) covering over-subscriptions respective accounts of the Underwriters 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 Placing; and/or
(b) covering over-allocations which may sale of the Option Shares duly paid by the Company. Delivery of the Option Shares shall be made in connection with through the Placing. The Over-allotment Option facilities of DTC unless the Underwriters shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placingotherwise instruct.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 2 contracts
Sources: Underwriting Agreement (Curanex Pharmaceuticals Inc), Underwriting Agreement (Curanex Pharmaceuticals Inc)
Over Allotment Option. 12.1 (a) The Company Corporation hereby grants to the Agents, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-allotment Allotment Option to purchase the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 Additional Units or Additional Debentures and/or Additional Warrants. The Over-allotment Allotment Option will be is exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during or times on or before 5:00 p.m. (Toronto time) on the Over-allotment Option Period setting out 30th day following the number of the Shares as to which the Placing Agent is then exercising the Over-allotment OptionClosing Date. Upon the exercise of the Over-allotment OptionFor greater certainty, the Placing Agent shall Agents will be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in paid the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares Agency Fee in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars sale of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation Additional Units or Additional Debentures and/or Additional Warrants pursuant to the exercise of the Over-allotment Allotment Option. Such amounts MRCC, on behalf of the Agents, may be deducted by the Placing Agent from exercise the Over-Allotment Placing Proceeds Option from time to time, in whole or in part, during the period thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Additional Units or Additional Debentures and/or Additional Warrants which the Agents wish to purchase. If the Agents exercise the Over-Allotment Option, the Agents will, on the date of Closing of any exercise of the Over-Allotment Option, which will be a date that is not less than three Business Days and not more than five Business Days after the date of the Over- Allotment Notice (such day to be specified by the Agents in their sole discretion), pay to the Corporation the aggregate purchase price for the Additional Units or Additional Debentures and/or Additional Warrants sold, less an amount equal to the Agency Fee payable in respect of the sale of the Additional Units or Additional Debentures and/or Additional Warrants, by wire transfer, certified cheque or bank draft in Canadian currency against delivery of one or more certificates in definitive form representing the Additional Units or Additional Debentures and/or Additional Warrants sold, registered in the name of CDS or in such other name as the Agents may direct for deposit into the electronic book based system for clearing, depository and entitlement services operated by CDS. Notwithstanding the foregoing, if the Corporation determines to issue any of the Additional Units or Additional Debentures and/or Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Corporation delivering one or more definitive certificates representing the Additional Debentures, the Agents will provide a direction to CDS with respect to the crediting of the Additional Units or Additional Debentures and/or Additional Warrants to the accounts of participants of CDS as will be designated by the Agents in writing in sufficient time prior to payment the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 11 relating to closing deliveries unless otherwise agreed to by the Agents and the Corporation) will apply mutatis mutandis to the Companyissuance of any Additional Units or Additional Debentures and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option.
12.4 On and subject (b) In the event that the Corporation will subdivide, consolidate, reclassify or otherwise change its shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the terms exercise price and to the number of this Agreement, Additional Securities issuable on exercise thereof such that the Company hereby undertakes that it will after receipt Agents are entitled to arrange for the sale of the notice referred to in Clause 12.2 above from same number and type of securities that the Placing Agent duly allot and issue Agents would have otherwise arranged for had they exercised such number of Over-allotment Allotment Option Shares as set out in the notice immediately prior to such person(s) as the Placing Agent may request in such noticesubdivision, consolidation, reclassification or change.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”1) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will Allotment Option, may be exercisable exercised by the Underwriters at any time, in whole or in part by delivering notice to the Company not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares, as the case may be, to be purchased by the Underwriters and from the date (the “Option Closing Date”) and time (the “Option Closing Time”) on and at which such Additional Shares are to timebe 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 five Business Days after the date of delivery of such notice (except to the extent a shorter or longer period shall be agreed to by the Company). Subject to the terms of this agreement, during upon the Over-allotment Option Period Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Company 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 purposes of:
(a) covering purpose of satisfying over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be allotments made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by Offering.
(2) In the Placing Agent on the Company at any time during event that the Over-allotment Allotment Option Period setting out is exercised in accordance with its terms, the closing of the issuance and sale of that number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Additional Shares in respect of which the Underwriters are exercising the Over-allotment Allotment Option has been exercised shall take place at the Option Closing Time at the offices of ▇▇▇▇▇▇▇▇ LLP or at such other place as may be agreed to by the Placing Agent Underwriters and the Company.
(3) At the Option Closing Time, the Company shall be issue to the aggregate Placing Price for such Underwriters that number of Additional Shares in respect of which the Underwriters are exercising the Over-allotment Allotment Option and deposit with CDS or its nominee, if requested by CFCC, the Additional Shares less a placing commission in HK dollars electronically through the non-certificated inventory system of 2% CDS against payment per Additional Share by wire transfer or certified cheque payable to the Company or as otherwise directed by the Company.
(4) Upon exercise of the Over-Allotment Placing Proceeds Option, the number of Flow-Through Shares that may be offered and sold will increase proportionally to such number that will enable Goldcorp to maintain its 12.5% interest in the Company in accordance with the terms of the Goldcorp IROA.
(out of which 5) Concurrently with the Placing Agent will pay any placing commissions payable to Sub-Agentsdeliveries and payment under paragraph (3). The , the Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation Underwriting Fee applicable to the exercise Additional Shares and, if applicable, any additional Flow-Through Shares in the manner provided in the tenth paragraph of this letter against delivery of a receipt for that payment.
(6) The obligation of the Over-allotment Option. Such amounts may be deducted Underwriters to make any payment or delivery contemplated by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and this Section 16 is subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to conditions set forth in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such noticeSection 15.
Appears in 2 contracts
Sources: Underwriting Agreement (Auryn Resources Inc.), Underwriting Agreement (Auryn Resources Inc.)
Over Allotment Option. 12.1 The Company hereby grants (i) On the Over-allotment Option basis of the representations, warranties and agreements herein contained, but subject to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement terms and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require conditions herein set forth, the Company agrees to issue and sell to the Over-allotment Underwriter the Option Shares in such numbers Shares, and the Underwriter shall have the option to such persons as the Placing Agent shall in its absolute discretion directpurchase, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Per Share Price less an amount per share equal to any dividends or distributions declared by the Company and from time to time, during payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Per Share Price”).
(ii) The Company and the Underwriter agree that the Underwriter may only exercise the Over-allotment Allotment Option Period for the purposes of:
(a) purpose of covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be allotments made in connection with the PlacingOffering of the Firm Shares.
(iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice.
(iv) The Over-allotment Option Allotment Exercise Notice shall be exercisable by written notice served by set forth: (A) the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the aggregate number of the Option Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of is being exercised; (B) the Over-Allotment Placing Proceeds Option Per Share Price; (out of C) the names and denominations in which the Placing Agent will pay any placing commissions payable Option Shares are to Sub-Agentsbe registered; and (D) the applicable Additional Closing Date (as defined below).
(v) Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriter at least two (2) business days in advance of such payment at such other place on the same or such other date and time, as shall be mutually agreed (an “Additional Closing Date”). The Company shall pay If the relevant brokerageUnderwriter so elects, and if required delivery of the Option Shares may be made by credit through full fast transfer to the account at DTC designated by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the CompanyUnderwriter.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 2 contracts
Sources: Underwriting Agreement (3 E Network Technology Group LTD), Underwriting Agreement (3 E Network Technology Group LTD)
Over Allotment Option. 12.1 (1) The Company hereby grants the Over-allotment Allotment Option to may be exercised by the Placing Agent exercisable Underwriters at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during in whole or in part, by delivering notice to the Over-allotment Option Period for the purposes of:
Company not later than 5:00 p.m. (aEastern time) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during 30th day after the Over-allotment Option Period setting out Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the "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 two Business Days nor later than three Business Days after the date of delivery of such notice (except to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent extent a shorter or longer period shall be obliged agreed to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-AgentsCompany). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject 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 21, and the Company hereby undertakes 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 it will after receipt the Over-Allotment Option is exercised in accordance with its terms, the closing of the notice referred to in Clause 12.2 above from the Placing Agent duly allot issuance and issue such sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-allotment Allotment Option shall take place at the Option Closing Time electronically or as may be otherwise agreed to by the Underwriters and the Company.
(3) At the Option Closing Time, the Company shall issue to the Underwriters that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option and deposit with CDS or its nominee, if requested by the Lead Underwriter, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of the Offering Price per Additional Share by wire transfer or certified cheque payable to the Company or as set out otherwise directed by the Company.
(4) Concurrently with the deliveries and payment under paragraph (3), the Company shall pay the Underwriting Fee applicable to the Additional Shares in the notice manner provided in the ninth paragraph of this Agreement against delivery of a receipt for that payment.
(5) The obligation of the Underwriters to such person(s) as make any payment or delivery contemplated by this Section 15 is subject to the Placing Agent may request conditions set forth in such noticeSection 14.
Appears in 2 contracts
Sources: Underwriting Agreement (Vizsla Silver Corp.), Underwriting Agreement (Vizsla Silver Corp.)
Over Allotment Option. 12.1 On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional shares of Common Stock, representing 15.0% of the Common Stock sold in the offering from the Company (the “Option Shares” as applicable) The Company hereby grants purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 3(a) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares. The offering and sale of the Securities is herein referred to as the “Offering”.
(ii) upon an exercise of the Over-Allotment Option and subject to the Placing Agent exercisable terms and conditions herein, the Company agrees to issue and sell the Option Shares to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time during in whole, or from time to time in part, on or before the period commencing from forty-fifth (45th) day following the date of this Agreement and ending the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at 4:30 p.m. least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the 3rd Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Shares;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of this Agreement (“the Over-allotment Allotment Exercise Notice.
(v) Payment for the Option PeriodShares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [10:00] [a.m.] ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth 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.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to require purchase that number of the Company Company’s Common stock equal to issue 5.0% of the Over-allotment Option Shares aggregate number of Common stock sold in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 Offering. The Over-allotment Option Underwriter’s Warrant will be exercisable in whole or in part at any time and from time to time, in whole or in part, during the Overperiod commencing six months from the commencement of sales in the Offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the Public Offering Price per share of the Common stock at the Offering. The Underwriter’s Warrant and the shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares during the 180-allotment Option Period day period after the commencement of sales of the Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the purposes of:
commencement of sales of the Firm Shares in the Offering to anyone other than (aA) covering over-subscriptions an Underwriter or a selected dealer in connection with the PlacingOffering, or (B) a bona fide officer or partner of the Underwriter or selected dealer; and/or
(b) covering overand only if any such transferee agrees to the foregoing lock-allocations which may up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made in connection with on the Placing. The Over-allotment Option Closing Date and the Underwriter’s Warrant shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified issued in the written notice above. Payment name or names and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time in such authorized denominations as the Completion of the PlacingUnderwriter may request.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 2 contracts
Sources: Underwriting Agreement (Hanryu Holdings, Inc.), Underwriting Agreement (Hanryu Holdings, Inc.)
Over Allotment Option. 12.1 (i) The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at Underwriter an option (the "Over- Allotment Option") to purchase from the Company, solely for the purpose of covering over-allotments in connection with the sale of Firm Units, all or any time during portion of the Option Units for a period commencing of forty-five (45) days from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after same purchase price payable by the date Underwriter for Firm Units as provided in Paragraph 1(a) of this Agreement (“Over-allotment Agreement. The Option Period”) to require Units shall be purchased from the Company to issue Company, for the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Shareaccount of Underwriter.
12.2 (ii) The Over-allotment Allotment Option will may be exercisable in whole or in part and from time to time, exercised during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable term thereof by written notice served by the Placing Agent on to the Company at any time during from the Over-allotment Option Period setting out Underwriter. Such notice shall set forth the aggregate number of the Shares Option Units as to which the Placing Agent option is then exercising being exercised and the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery therefor. Such time and date of delivery shall not be earlier than either the Closing Date (as defined below) or the second business day after the day on which the option shall have been exercised, nor later than the fifth business day after the date of such exercise, as determined by the Underwriter (the "Option Closing Date"). Delivery and payment for such Option Units shall be at the same time as the Completion offices set forth above for delivery and payment of the PlacingFirm Units.
12.3 (iii) The obligation of the Underwriter to purchase and pay for any of the Option Units is subject to the accuracy and completeness (as of the date of this Agreement and as of the Option Closing Date) of and compliance in all material respects with the representations and warranties of the Company acknowledges in this Agreement, to the accuracy and agrees that completeness of the amount payable statements of the Company or its officers made in any certificate or other documents to be delivered by the Placing Agent Company pursuant to this Agreement, to the performance in all material respects by the Company with respect of its obligations hereunder, to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised satisfaction by the Placing Agent shall Company of the conditions as of the date of this Agreement and as of the Option Closing Date, set forth in Paragraph 1(c) of this Agreement and to the delivery to the Underwriter an opinion, certificates and letters dated the Option Closing Date substantially similar in scope to those specified in Paragraph 6 of this Agreement, but with each reference to the "Closing Date" being deemed to be the aggregate Placing Price for such Over-allotment "Option Shares less a placing commission in HK dollars of 2% Closing Date." Notwithstanding the exercise of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock ExchangeOption, the SFC Transaction levyUnderwriter may, Stock Exchange trading fee and SFC investor compensation levy at any time prior to the payment for such the purchase price of the Option Units, cancel, in whole or in part, the exercise of the Over-allotment Allotment Option, in which event, the Underwriter shall only be obligated to purchase and pay for those only Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation Units, if any, remaining subject to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the CompanyOption after such cancellation.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 The Company (a) For the purposes of covering any over-allotments, the Underwriter is hereby grants granted an option (the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option PeriodAllotment Option”) to require purchase, in the Company aggregate, up to issue 365,217 additional ADSs (the Over-allotment “Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option ShareShares”).
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, the Placing Agent shall purchase price to be obliged paid for the Option Shares is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the ADS Purchase Price multiplied by the number of Option Shares to be purchased (the purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-allotment Allotment Option Shares specified in the written notice above. Payment and delivery shall granted pursuant to this Section 2.2 may be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be Underwriter as to all (at any time) or any part (from time to time) of the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of within 30 days after the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents)Execution Date. The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Underwriter will not be under any obligation to purchase any Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation prior to the exercise of the Over-allotment OptionAllotment Option by the Underwriter. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent giving of oral notice to the Company from the Underwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option 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 Underwriter but in no event later than March 8, 2021, at the offices of SRF or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriter. If such delivery and payment for the Option 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 Placing Proceeds Option, the Company will become obligated to convey to the Underwriter, and, subject to the terms and conditions set forth herein, the Underwriter will become obligated to purchase, the number of Option Shares specified in such notice. The Underwriter may cancel the Over-Allotment Option at any time prior to payment the expiration of the Over-Allotment Option by written notice to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: Underwriting Agreement (BiondVax Pharmaceuticals Ltd.)
Over Allotment Option. 12.1 14.1 The Company hereby grants Agent may exercise the Over-allotment Allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during time prior to the Over-allotment Allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable Expiry Date by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise delivery of the Over-allotment OptionAllotment Notice not later than two Business Days prior to exercise, specifying the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment Additional Units and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Additional FT Shares in respect of which the Over-allotment Allotment Option has been is being exercised and the Over-Allotment Option Closing Date. The Over-Allotment Option Closing Date shall be determined by the Placing Agent but shall not be earlier than two Business Days or later than seven Business Days after the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars date of 2% delivery of the Over-Allotment Placing Proceeds Notice and, in any event, shall not be earlier than the Closing Date.
14.2 Upon receipt of the Over-Allotment Notice, the Corporation shall become obligated to issue and sell the number of Additional Units and Additional FT Shares set out in the Over- Allotment Notice at the Over-Allotment Option Closing Date in accordance with this Agreement against delivery of payment by the Agent of the aggregate applicable offering price less any amount due pursuant to sections 16 and 19 hereof (out it being understood that the Corporation shall grant Agent Compensation Options to the Agent in respect of which any Additional Units and Additional FT Shares issued and sold).
14.3 At the Placing Over-Allotment Option Closing Date, the Corporation shall deliver and the Agent will pay any placing commissions payable shall have received all of the certificates, opinions, agreements, materials or other documents specified in section 12 and 13 hereof brought forward to Suband dated the Over-Agents)Allotment Option Closing Date. The Company issuance and sale of the Additional Units and Additional FT Shares at each Over-Allotment Option Closing Date shall pay be subject to the relevant brokerage, accuracy of the representations and if required warranties of the Corporation contained in this Agreement as of the Over-Allotment Option Closing Date and the performance by the Stock ExchangeCorporation of its obligations as contemplated by this Agreement, in all material respects. For greater certainty, the SFC Transaction levyapplicable terms, Stock Exchange trading fee conditions and SFC investor compensation levy for such Over-allotment Option Shares provisions of this Agreement (including the provisions of section 12 and such out-of-pocket and other expenses as may be reasonably incurred 13 relating to Closing deliveries unless otherwise agreed to by the Placing Agent in relation Corporation and the Agent) shall apply mutadis mutandis to the closing of the issuance and sale of the Additional Units and Additional FT Shares pursuant to the exercise of the Over-allotment Allotment Option. Such amounts may be deducted by .
14.4 In the Placing Agent from event the Corporation shall subdivise, consolidate or otherwise change its Common Shares prior to the Over-Allotment Placing Proceeds Option Closing Date, the number of Additional Units and Additional FT Shares into which the Over-Allotment Option is exercisable shall be similarly subdivided, consolidated or changed such that the Agent would be entitled to receive the equivalent of the number of Additional Units and Additional FT Shares that it would have otherwise been entitled to receive had it exercised the Over-Allotment Option prior to payment such subdivision, consolidation or change. The offering price per Additional Unit and Additional FT Shares shall be adjusted accordingly and notice shall be given to the CompanyAgent of such adjustment.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt 14.5 The closing of the notice referred to issuance and sale of the Additional Units and Additional FT Shares shall be completed at the offices of Dentons Canada LLP, in Clause 12.2 above from Montréal, Québec, at the Placing Agent duly allot Over- Allotment Option Closing Date, or such other place as mutually agreed by the Corporation and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such noticeAgent.
Appears in 1 contract
Sources: Agency Agreement
Over Allotment Option. 12.1 The On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriter shall have the option to purchase the Option Shares from the Company hereby grants (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent terms and conditions herein, the Company agrees to issue and sell the Option Shares to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two (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 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, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time 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 its account 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.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, in whole or in part, during the Overperiod commencing six months from the commencement of sales of the Firm Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the Public Offering Price per Ordinary Share at the offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-allotment Option Period day period after the commencement of sales of the public offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the purposes of:
commencement of sales of the public offering to anyone other than (aA) covering over-subscriptions the Underwriter or a selected dealer in connection with the PlacingOffering, or (B) a bona fide officer or partner of the Underwriter; and/or
(b) covering overand only if any such transferee agrees to the foregoing lock-allocations which may up restrictions. Delivery of the executed Underwriter’s Warrant shall be made in connection with on the Placing. The Over-allotment Option Closing Date and the Underwriter’s Warrant shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified issued in the written notice above. Payment name or names and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time in such authorized denominations as the Completion of the PlacingUnderwriter may request.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: Underwriting Agreement (ParaZero Technologies Ltd.)
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) For the purposes of covering any over-subscriptions allotments in connection with the Placing; and/ordistribution and sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 5,217,391 Ordinary Shares (the “Option Shares”), which may be purchased at the Share Purchase Price.
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, (a) the Placing Agent shall purchase price to be obliged paid for the Option Shares is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-allotment Allotment Option Shares specified in the written notice above. Payment and delivery shall granted pursuant to this Section 2.2 may be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be Representative as to all (at any time) or any part (from time to time) of the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of within thirty (30) days after the Over-Allotment Placing Proceeds (out of which the Placing Agent Execution Date. An Underwriter will pay not be under any placing commissions payable obligation to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment purchase any Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent 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 to be purchased and the date and time for delivery of and payment for the Option 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 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 Placing Proceeds Option, the Company will become obligated to issue 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 specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to payment the expiration of the Over-Allotment Option by written notice to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to up to [●] additional shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares”) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share shall be equal to the price per Closing Unit set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-Allotment Option may be elected with respect to, at the Underwriter’s sole discretion, Option Shares and Option Warrants together, solely Option Shares, solely Option Warrants, or any combination thereof (each an “Option Security” and collectively, the “Option Securities”). The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the “Underlying Shares.” The Securities and the Underlying Shares shall be issued directly by the Company hereby grants and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. The Closing Warrants, the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and Issuer Direct Corporation as warrant agent. at the Underwriter’s sole discretion, the Option Shares. The offering and sale of the Securities is herein referred to as the “Offering”.
(ii) upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter indicated in the Over-Allotment Exercise Notice;
(iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Securities;
(C) the names and denominations in which the Option Securities are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C. at 11:00 a.m. Eastern Time 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 Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities 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 Securities duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Common Stock equal to 5.0% of the aggregate number of shares of the Company’s common stock sold in the Offering. The Underwriter’s Warrant will be exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, in whole or in part, during the Overperiod commencing six months from the commencement of sales of the Firm Shares in the public Offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per share of Common Stock in the Offering. The Underwriter’s Warrant and the Common Stock issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Common Stock during the 180-allotment Option Period day period after the commencement of sales of the Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the purposes of:
commencement of sales of the public Offering to anyone other than (aA) covering over-subscriptions an Underwriter or a selected dealer in connection with the PlacingOffering, or (B) a bona fide officer or partner of one of the Underwriter or of any the Underwriter or selected dealer; and/or
(b) covering overand only if any such transferee agrees to the foregoing lock-allocations which may up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made in connection with on the Placing. The Over-allotment Option Closing Date and the Underwriter’s Warrant shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified issued in the written notice above. Payment name or names and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time in such authorized denominations as the Completion of the PlacingUnderwriter may request.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: Underwriting Agreement (Curative Biotechnology Inc)
Over Allotment Option. 12.1 (a) The Company Corporation hereby grants to the Agents the Over-allotment Allotment Option to purchase the Placing Agent exercisable at any time during Additional Units, for the period commencing from the date purpose of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Overcovering over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion directallotments, at the Placing Price per Over-allotment Option Share.
12.2 if any, or for market stabilization purposes. The Over-allotment Allotment Option will be exercisable is exercisable, in whole or in part and from time to timepart, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during or times on or before 5:00 p.m. (Toronto time) on the Over-allotment Option Period setting out date which is 30 days following the number of Closing Date at a price per Additional Unit equal to the Shares as to which the Placing Agent is then exercising the Over-allotment OptionIssue Price. Upon the exercise of the Over-allotment OptionFor greater certainty, the Placing Agent Agents shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in paid the written notice above. Payment Commission and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares issued Compensation Options in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars issue and sale of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation Additional Units purchased pursuant to the exercise of the Over-allotment Allotment Option. Such amounts .
(b) The Lead Agent, on its own behalf and on behalf of the Agents, may be deducted by the Placing Agent from exercise the Over-Allotment Placing Proceeds Option in whole or in part during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Unit Shares and/or Additional Warrants to be issued and sold. If the Agents exercise the Over-Allotment Option, the Agents shall on the Closing Date for the Over-Allotment Option (the “Over- Allotment Closing Date”), which shall be a date that is not less than two Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Agents in their sole discretion), pay to the Corporation the aggregate purchase price for the Additional Units and/or Additional Unit Shares and/or Additional Warrants by wire transfer, certified cheque or bank draft in Canadian currency payable at par in Toronto, Ontario against delivery of one or more certificates in definitive form representing the Additional Units, registered as the Agents direct. Such Over-Allotment Closing Date may be the same as the Closing Date, but not later than 30 days following the Closing Date. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of section 10 relating to closing deliveries) shall apply mutatis mutandis to the Closing of the issuance of any Additional Units and/or Additional Unit Shares and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option.
(c) In the event the Corporation shall subdivide, consolidate, reclassify or otherwise exchange its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the exercise price of the Over- Allotment Option and to the number of Additional Units and/or Additional Unit Shares and/or Additional Warrants issuable on exercise thereof such that the Agents are entitled to offer for sale the same number and type of securities that the Agents would otherwise have been entitled to offer for sale had they exercised such Over- Allotment Option immediately prior to payment to the Companysuch subdivision, consolidation, reclassification or change.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 The Company (a) For the purposes of covering any over-allotments, the Underwriter is hereby grants granted an option (the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option PeriodAllotment Option”) to require purchase, in the Company aggregate, up to issue 3,000,000 additional Common Shares (the “Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option ShareAllotment Shares”).
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, the Placing Agent shall purchase price to be obliged paid for the Over-Allotment Shares is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the Common Share Purchase Price multiplied by the number of Over-allotment Option Allotment Shares specified in to be purchased (the written notice above. Payment and delivery shall purchase price to be simultaneous and time and date of payment and delivery shall be at paid on an Over-Allotment Closing Date, the same time as the Completion of the Placing“Over-Allotment Closing Purchase Price”).
12.3 (c) The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Allotment Option Shares in respect of which the Over-allotment Option has been granted pursuant to this Section 2.2 may be exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% Representative as to all (at any time) or any part (from time to time) of the Over-Allotment Placing Proceeds (out Shares for 45 days after the closing of which the Placing Agent Offering. An Underwriter will pay not be under any placing commissions payable obligation to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such purchase any Over-allotment Option Allotment Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent giving of oral notice to the Company from the Underwriter, which must be confirmed in writing by overnight mail, email or facsimile or other electronic transmission setting forth the number of Over-Allotment Shares to be purchased and the date and time for delivery of and payment for such Over-Allotment Shares (each, an “Over-Allotment Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Underwriter, at the offices of SRF or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriter. If such delivery and payment for the Over-Allotment Placing Proceeds Shares does not occur on the Closing Date, each Over-Allotment Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriter, and, subject to the terms and conditions set forth herein, the Underwriter will become obligated to purchase, the number of Over-Allotment Shares specified in such notice. The Underwriter may cancel the Over-Allotment Option at any time prior to payment the expiration of the Over- Allotment Option by written notice to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 The Company (a) For the purposes of covering any over-allotments, the Representative is hereby grants granted an option (the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option PeriodAllotment Option”) to require purchase, in the Company aggregate, up to issue 3,168,076 additional Common Shares (the “Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option ShareAllotment Shares”).
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, the Placing Agent shall purchase price to be obliged paid for the Over-Allotment Shares is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the Common Share Purchase Price multiplied by the number of Over-allotment Option Allotment Shares specified in to be purchased (the written notice above. Payment and delivery shall purchase price to be simultaneous and time and date of payment and delivery shall be at paid on an Over-Allotment Closing Date, the same time as the Completion of the Placing“Over-Allotment Closing Purchase Price”).
12.3 (c) The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Allotment Option Shares in respect of which the Over-allotment Option has been granted pursuant to this Section 2.2 may be exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% Representative as to all (at any time) or any part (from time to time) of the Over-Allotment Placing Proceeds (out Shares for 45 days after the closing of which the Placing Agent Offering. An Underwriter will pay not be under any placing commissions payable obligation to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such purchase any Over-allotment Option Allotment Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, email or facsimile or other electronic transmission setting forth the number of Over-Allotment Shares to be purchased and the date and time for delivery of and payment for such Over-Allotment Shares (each, an “Over-Allotment Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of SRF or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Over-Allotment Placing Proceeds Shares does not occur on the Closing Date, each Over-Allotment Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Over-Allotment Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to payment the expiration of the Over- Allotment Option by written notice to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may The Underwriters shall not be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at under any time during the Over-allotment Option Period setting out the number obligation to purchase any of the Shares as Additional Debentures prior to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Allotment Option. BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. and RBC Dominion Securities Inc., on behalf of the Underwriters, may exercise the Over-Allotment Option, the Placing Agent shall be obliged to procure subscribers forin whole or in part, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and at any time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect prior to the Over-allotment Allotment Option Shares Expiry Date by delivery of written notice to the Corporation of the number of Additional Debentures in respect of which the Over-allotment Allotment Option has been is being exercised by and the Placing Agent date for delivery of the Additional Debentures (an “Over-Allotment Option Notice”). The Over-Allotment Option Closing Date shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% determined by BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. and RBC Dominion Securities Inc. but shall not be earlier than two Business Days or later than seven Business Days after delivery of the Over-Allotment Placing Proceeds (out of which Option Notice unless the Placing Agent will pay any placing commissions payable to Sub-Agents)parties otherwise agree. The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the Upon exercise of the Over-allotment Option. Such amounts may be deducted by Allotment Option as provided herein, the Placing Agent from Corporation shall become obligated to sell the total number of Additional Debentures in respect of which the Underwriters are exercising the Over-Allotment Placing Proceeds prior Option, to payment to each of the Company.
12.4 On and Underwriters and, subject to the terms of this Agreementand conditions herein set forth, the Company hereby undertakes that it will after receipt each of the notice Underwriters, severally and not jointly, shall become obligated to purchase from the Corporation the same percentage of the total number of the Additional Debentures in respect of which the Underwriters are then exercising the Over-Allotment Option as such Underwriter is obligated to purchase of the Firm Debentures, as adjusted by the Underwriters, if necessary, in such manner as they deem advisable to avoid fractional Additional Debentures.
(b) The closing of the purchase and sale of the Additional Debentures herein provided for, if any, shall be completed at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at the Over-Allotment Option Closing Time. The obligation of the Underwriters to purchase the Additional Debentures shall be conditional on the following being delivered to the Underwriters at or before such time:
(i) subject to paragraph (iii) below, one or more definitive certificates representing in the Additional Debentures pursuant to which the Over-Allotment Option shall have been exercised, registered in the name of CDS & Co. or in such other name or names as the Underwriters shall notify the Corporation in writing not later than 6:30 a.m. (Calgary time) on the second Business Day immediately preceding the Over-Allotment Option Closing Date;
(ii) payment to BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc., on behalf of the Underwriters, by wire transfer or such other means as the Corporation and the Underwriters may agree, of the Underwriters’ Fee in respect of the Additional Debentures set forth in Section 2;
(iii) if the Corporation determines to issue all or part of the Additional Debentures as a book-entry only security in accordance with the rules and procedures of CDS, then, as an alternative to the Corporation delivering to the Underwriters definitive certificates representing the Additional Debentures in the manner and at the times set forth in paragraph (i) above:
(A) the Underwriters will provide a direction to CDS with respect to the crediting of the Additional Debentures to the accounts of the participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Over-Allotment Option Closing Date to permit such crediting; and
(B) the Corporation shall cause the Debenture Trustee as registrar and transfer agent of the Offered Debentures, to deliver to CDS, on behalf of the Underwriters, one fully registered global certificate for the Additional Debentures to be purchased hereunder (or such portion of the Additional Debentures that are to be issued as a book entry only security), registered in the name of “CDS & Co.” as the nominee of CDS, to be held by CDS as a book-entry only security in accordance with the rules and procedures of CDS;
(iv) a comfort letter from the Auditors dated the Over-Allotment Option Closing Date and addressed to the Underwriters in form and content satisfactory to the Underwriters bringing the information contained in the comfort letters referred to in Clause 12.2 above paragraph 10(a)(viii) forward to the Over-Allotment Option Closing Time provided that such comfort letters shall be based on a review by the Auditors having a cut-off date not more than two Business Days prior to the Over-Allotment Option Closing Date;
(v) written confirmation from the Placing Agent duly allot TSX in form and issue such number substance satisfactory to the Underwriters that the Additional Debentures and the Common Shares issuable upon conversion or redemption or at maturity of the Additional Debentures will be listed and posted for trading on the TSX on the Over-allotment Allotment Option Shares Closing Date subject to compliance with post-closing filing requirements;
(vi) the certificates contemplated by Section 10(a)(i) and (ii) dated on the Over-Allotment Option Closing Date; and
(vii) the requisite legal opinions, letters and certificates as set out in the notice to contemplated herein and such person(s) further documentation as the Placing Agent may request in such noticebe contemplated herein or as Underwriters’ counsel may reasonably require.
Appears in 1 contract
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) For the purposes of covering any over-subscriptions allotments in connection with the Placing; and/ordistribution and sale of the Closing Shares, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [______] shares of Company Common Stock representing 15% of the Closing Shares (the “Option Shares”).
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, the Placing Agent shall purchase price to be obliged paid for any Option Share is equal to procure subscribers forthe Closing Purchase Price, or failing which itself to subscribe as principal, such number of the “Option Closing Purchase Price”).
(c) The Over-allotment Allotment Option Shares specified in the written notice above. Payment and delivery shall granted pursuant to this Section 2.2 may be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be Representative as to all (at any time) or any part (from time to time) of the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of within 45 days after the Over-Allotment Placing Proceeds (out of which the Placing Agent Closing Date. An Underwriter will pay not be under any placing commissions payable obligation to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment purchase any Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. Such amounts This Over-Allotment Option may be deducted exercised by the Placing Agent Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the Closing Date, by the giving of oral notice to the Company from the Representative, followed promptly by written or electronic notice to the Company of such exercise (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which such Over-Allotment Option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date nor earlier than the first (1st) business day after the date on which the Over-Allotment Placing Proceeds Option shall have been exercised nor later than the fifth (5th) business day after the date on which such Over-Allotment Option shall have been exercised unless the Company and the Underwriters otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to the Underwriters the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriters in Schedule I hereto under the caption “Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised” and the denominator of which is the total number of Option Shares. The Representative may retract its exercise of such Over-Allotment Option at any time prior to payment the Option Closing Date by written notice to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt (d) Payment of the notice referred to purchase price for and delivery of the Option Shares shall be made on the Option Closing Date in Clause 12.2 above from the Placing Agent duly allot same manner and issue such number of Over-allotment Option at the same office as the payment for the Closing Shares as set out forth in the notice to such person(sSection 2.1(c) as the Placing Agent may request in such noticehereof.
Appears in 1 contract
Over Allotment Option. 12.1 (1) The Company hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, the Over-allotment Allotment Option to purchase the Placing Agent exercisable Additional Units and/or Additional Shares and/or Additional Warrants (collectively, the “Additional Securities”) at any time during the period commencing from offering price set forth on the date cover page of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 Agreement. The Over-allotment Allotment Option will be is exercisable in whole or in part and at any time or times on or before 5:00 p.m. (Vancouver time) on the 30th day following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, during in whole or in part, by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Securities which the Underwriters wish to purchase. If the Underwriters exercise the Over-allotment Option Period for Allotment Option, the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent Underwriters shall, on the Company at any time during the Over-allotment Option Period setting out Allotment Closing Date, which shall be a date that is not less than three Business Days and not more than seven Business Days after the number date of the Shares as to which the Placing Agent is then exercising the Over-allotment Allotment Notice (such date to be specified by the Underwriters and agreed to by the Company), pay to the Company the aggregate purchase price for the Additional Securities so purchased by wire transfer, certified cheque or bank draft in Canadian currency payable at par in Vancouver, British Columbia against delivery of one or more certificates in definitive form representing the Additional Common Shares and Additional Warrants comprising the Over-Allotment Option, registered in the name of “CDS & Co.” or in such other name as the Lead Underwriter on behalf of the Underwriters may direct. Upon The applicable terms, conditions and provisions of this Underwriting Agreement (including, without limitation, the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Additional Securities pursuant to any exercise of the Over-allotment Allotment Option, except as otherwise agreed by the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in Company and the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the PlacingLead Underwriter.
12.3 The Company acknowledges and agrees (2) In the event that the amount payable by Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the Placing Agent to the Company with respect to the Over-allotment Option Shares period in respect of which the Over-allotment Allotment Option has been is exercisable, appropriate adjustments will be made to the Offering price(s) and to the number of Additional Securities 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 by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Allotment Option Shares less a placing commission in HK dollars of 2% of the immediately prior to such subdivision, consolidation, reclassification or change.
(3) The Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by exercised solely for the Placing Agent purpose of covering the over- allocation position (as such concept is defined in relation to the exercise National Instrument 41-101 — General Prospectus Requirements) of the Over-allotment Option. Such amounts may be deducted by Underwriters created in connection with the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt offering of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such noticeUnits.
Appears in 1 contract
Over Allotment Option. 12.1
(a) The Company Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-allotment Allotment Option to purchase the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Additional Units or Additional Unit Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 and/or Additional Warrants. The Over-allotment Allotment Option will be is exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during or times on or before 5:00 p.m. (Toronto time) on the Over-allotment Option Period setting out 30th day following the number of the Shares as to which the Placing Agent is then exercising the Over-allotment OptionClosing Date. Upon the exercise of the Over-allotment OptionFor greater certainty, the Placing Agent shall Underwriters will be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in paid the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares Underwriting Fee in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option sale of any Additional Units or Additional Unit Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation and/or Additional Warrants pursuant to the exercise of the Over-allotment Allotment Option. Such amounts The Lead Underwriter, on behalf of the Underwriters, may be deducted by the Placing Agent from exercise the Over-Allotment Placing Proceeds Option from time to time, in whole or in part, during the period thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Additional Units or Additional Unit Shares and/or Additional Warrants which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters will, on the date of Closing of any exercise of the Over-Allotment Option, which will be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Underwriters in their sole discretion), pay to the Corporation the aggregate purchase price for the Additional Units or Additional Unit Shares and/or Additional Warrants sold, less an amount equal to the Underwriting Fee payable in respect of the sale of the Additional Units or Additional Unit Shares and/or Additional Warrants, by wire transfer, certified cheque or bank draft in Canadian currency against delivery of one or more certificates in definitive form representing the Additional Units or Additional Unit Shares and/or Additional Warrants sold, registered in the name of CDS or in such other name as the Underwriters may direct for deposit into the electronic book based system for clearing, depository and entitlement services operated by CDS. Notwithstanding the foregoing, if the Corporation determines to issue any of the Additional Units or Additional Unit Shares and/or Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Corporation delivering one or more definitive certificates representing the Additional Unit Shares and Additional Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Additional Units or Additional Unit Shares and/or Additional Warrants to the accounts of participants of CDS as will be designated by the Underwriters in writing in sufficient time prior to payment the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 11 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Corporation) will apply mutatis mutandis to the Companyissuance of any Additional Units or Additional Unit Shares and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option.
12.4 On and subject (b) In the event that the Corporation will subdivide, consolidate, reclassify or otherwise change its shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the terms exercise price and to the number of this Agreement, Additional Securities issuable on exercise thereof such that the Company hereby undertakes that it will after receipt Underwriters are entitled to arrange for the sale of the notice referred to in Clause 12.2 above from same number and type of securities that the Placing Agent duly allot and issue Underwriters would have otherwise arranged for had they exercised such number of Over-allotment Allotment Option Shares as set out in the notice immediately prior to such person(s) as the Placing Agent may request in such noticesubdivision, consolidation, reclassification or change.
Appears in 1 contract
Sources: Underwriting Agreement
Over Allotment Option. 12.1 The On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company hereby grants (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent terms and conditions herein, the Company agrees to issue and sell the Option Shares to the several Underwriters;
(iii) The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Representative to the Company (the “Over-Allotment Exercise Notice”). The Underwriters must give the Over-Allotment Exercise Notice to the Company at least two business days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the Over-Allotment Option Purchase Price;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Representative at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at 10:00 a.m. ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing (an “Additional Closing Date”). The Option Shares Payment shall be made against delivery to the Representative for the respective accounts of the several Underwriters 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.
(vi) As additional compensation for the Representative’s services, the Company shall issue to the Representative or its designees at the closing of the Offering warrants (the “Representative’s Warrant”) to purchase that number of shares of the Company’s common stock equal to 4.0% of the aggregate number of ordinary shares sold in the Offering. The Representative’s Warrant will be exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, in whole or in part, during the Overperiod commencing six months from the commencement of sales of the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per share of common stock at the Offering. The Representative’s Warrant and the shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Representative’s Securities.” The Representative understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the underlying shares during the 180-allotment Option Period day period after the commencement of sales of the public offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Representative's Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the purposes of:
commencement of sales of the public offering to anyone other than (aA) covering over-subscriptions an Underwriter or a selected dealer in connection with the PlacingOffering, or (B) a bona fide officer or partner of one of the Representative or of any such Underwriter or selected dealer; and/or
(b) covering overand only if any such transferee agrees to the foregoing lock-allocations which may up restrictions. Delivery of the executed Representative’s Warrant Agreement shall be made in connection with on the Placing. The Over-allotment Option Closing Date and the Representative’s Warrant shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified issued in the written notice above. Payment name or names and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time in such authorized denominations as the Completion of the PlacingRepresentative may request.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: Underwriting Agreement (Cyngn, Inc.)
Over Allotment Option. 12.1 The Company hereby grants On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) Upon the exercise of the Over-allotment Allotment Option by the Representative, as described below, the Company hereby agrees to issue and sell to the Placing Agent exercisable Representative the Option Shares, and the Representative shall have the option to subscribe for and purchase, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”);
(ii) the parties agree that the Representative may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares.
(iii) The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time during the period commencing in whole, or from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day time to time in part, no later than forty-five (45) days after the date of this Agreement (which, shall, for the avoidance of doubt, include the date of this Agreement), by giving written notice to the Company (the “Over-allotment Option PeriodAllotment Exercise Notice”). Each exercise date may not later than ten (10) to require Business Days after the Company to issue date of such notice. The Representative may cancel any exercise of the Over-allotment Allotment Option Shares in such numbers and at any time prior to such persons the Closing Date or the applicable Additional Closing Date, as the Placing Agent shall in its absolute discretion directcase may be, at by giving written notice of such cancellation to the Placing Price per Over-allotment Option ShareCompany.
12.2 (iv) The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes ofAllotment Exercise Notice shall set forth:
(aA) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the aggregate number of the Option Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.is being exercised;
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of (B) the Over-Allotment Placing Proceeds Option Purchase Price;
(out of C) the names and denominations in which the Placing Agent will pay any placing commissions payable Option Shares are to Sub-Agents). The Company be registered; and
(D) the applicable Additional Closing Date.
(v) Payment for the Option Shares shall pay be made, against delivery of the relevant brokerageOption Shares to be purchased, and if required by wire transfer in immediately available funds to the account(s) specified by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation Company to the exercise Representative at least two (2) Business Day in advance of such payment at the Over-allotment Option. Such amounts may be deducted by office of Loeb & Loeb LLP, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, on the Placing Agent from date specified in the corresponding Over-Allotment Placing Proceeds prior to payment to Exercise Notice, or at such other place on the Company.
12.4 On same or such other date and subject to time, as shall be designated in writing by the terms of this Agreement, the Company hereby undertakes that it will after receipt Representative (an “Additional Closing Date”). Delivery of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in shall be made through the notice to such person(s) as facilities of DTC, unless the Placing Agent may request in such noticeRepresentative shall otherwise instruct.
Appears in 1 contract
Over Allotment Option. 12.1 The On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company hereby grants (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent terms and conditions herein, the Company agrees to issue and sell the Option Shares to the several Underwriters;
(iii) The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Representative to the Company (the “Over-Allotment Exercise Notice”). The Underwriters must give the Over-Allotment Exercise Notice to the Company at least two business days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the Over-Allotment Option Purchase Price;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Representative at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [10:00] [a.m.] ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing (an “Additional Closing Date”). The Option Shares Payment shall be made against delivery to the Representative for the respective accounts of the several Underwriters 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 Representative shall otherwise instruct.
(vi) As additional compensation for the Representative’s services, the Company shall issue to the Representative or its designees at the closing of the Offering warrants (the “Representative’s Warrant”) to purchase that number of shares of the Company’s common stock equal to 5.0% of the aggregate number of ordinary shares sold in the Offering. The Representative’s Warrant will be exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, in whole or in part, during the Overperiod commencing six months from the closing of the Offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per share of common stock at the Offering. The Representative’s Warrant and the shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Representative’s Securities.” The Representative understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the underlying shares during the 180-allotment Option Period day period after the date hereof and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Representative's Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the purposes of:
date hereof to anyone other than (aA) covering over-subscriptions an Underwriter or a selected dealer in connection with the PlacingOffering, or (B) a bona fide officer or partner of one of the Representative or of any such Underwriter or selected dealer; and/or
(b) covering overand only if any such transferee agrees to the foregoing lock-allocations which may up restrictions. Delivery of the executed Representative’s Warrant Agreement shall be made in connection with on the Placing. The Over-allotment Option Closing Date and the Representative’s Warrant shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified issued in the written notice above. Payment name or names and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time in such authorized denominations as the Completion of the PlacingRepresentative may request.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) For the purposes of covering any over-subscriptions allotments in connection with the Placing; and/ordistribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 975,000 shares of Common Stock (the “Option Shares”).
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, the Placing Agent shall purchase price to be obliged paid for the Option Shares is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-allotment Allotment Option Shares specified in the written notice above. Payment and delivery shall granted pursuant to this Section 2.2 may be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent Representative as to all (at any time) or any part (from time to time) of the Option Shares within 30 days after the Execution Date (provided if the last day is not a Trading Day, the immediately following Trading Day shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission last day in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent Option. An Underwriter will pay not be under any placing commissions payable obligation to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment purchase any Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent 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 to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than one (1) 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 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 Placing Proceeds 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 specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to payment the expiration of the Over-Allotment Option by written notice to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 (1) The Company hereby grants the Over-allotment Allotment Option may be exercised by the Underwriters at any time, in whole or in part, by delivering notice to the Placing Agent exercisable at any time during Company not later than 12:00 p.m. (Toronto time) on the period commencing from 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date of this Agreement (the “Option Closing Date”) and ending time (the “Option Closing Time”) on and at 4:30 p.m. of which such Additional Shares are to be purchased. Such Option Closing Date may be the same as (but not earlier than) the 3rd Closing Date and will not be earlier than three Business Day Days nor later than five Business Days after the date of delivery of such notice (except to the extent a shorter or longer period shall be agreed to by the Company). Subject to the terms of this Agreement (“Over-allotment Option Period”) agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to require purchase, in the respective percentages set forth in Section 22, and the Company will be committed to issue and sell in accordance with and subject to the Over-allotment Option provisions of this Agreement, the number of Additional Shares indicated in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at notice. Additional Shares may be purchased by the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period Underwriters only for the purposes of:
(a) covering purpose of satisfying the Underwriters’ “over-subscriptions allocation position” (as defined in National Instrument 41-101 – General Prospectus Requirements in connection with the Placing; and/orOffering.
(b2) covering over-allocations which may be made in connection with In the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during event that the Over-allotment Allotment Option Period setting out 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 Shares as to which the Placing Agent is then Underwriters are exercising the Over-allotment Option. Upon Allotment Option shall take place at the exercise Option Closing Time at the offices of Sangra Moller LLP or at such other place as may be agreed to by the Over-allotment OptionUnderwriters and the Company.
(3) At the Option Closing Time, the Placing Agent Company shall be obliged issue to procure subscribers for, or failing which itself to subscribe as principal, such the Underwriters that number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Additional Shares in respect of which the OverUnderwriters are exercising the Over-Allotment Option and deposit with CDS or its nominee, if requested by BMO, the Additional Shares electronically through the non-allotment Option has been exercised certificated inventory system of CDS against payment per Additional Share by wire transfer or certified cheque payable to the Company or as otherwise directed by the Placing Agent Company.
(4) Concurrently with the deliveries and payment under paragraph (3), the Company shall be pay the aggregate Placing Price for such Over-allotment Option Underwriting Fee applicable to the Additional Shares less in the manner provided in the twelfth paragraph of this Agreement against delivery of a placing commission in HK dollars of 2% receipt for that payment.
(5) The obligation of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay Underwriters to make any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required payment or delivery contemplated by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and this Section 16 is subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to conditions set forth in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.Section 15.
Appears in 1 contract
Over Allotment Option. 12.1 The On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriter shall have the option to purchase the Option Shares from the Company hereby grants (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent terms and conditions herein, the Company agrees to issue and sell the Option Shares to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two business days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the 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, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at 10:00 a.m. ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth 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 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.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the offering warrants (the “Underwriter’s Warrant”) to purchase that number of the Company’s Ordinary Shares equal to 1.0% of the aggregate number of Ordinary Shares sold in the offering. The Underwriter’s Warrant will be exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, in whole or in part, during the Overtwo (2) year period commencing six (6) months after the commencing of sales in the Public Offering, at a price per share equal to 150.0% of the Public Offering Price per share of Class A ordinary share at the offering. The Underwriter’s Warrant and the shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares during the 180-allotment Option Period day period after the commencement of sales of the public offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the purposes of:
commencement of sales of the public offering to anyone other than (aA) covering over-subscriptions the Underwriter or a selected dealer in connection with the PlacingOffering, or (B) a bona fide officer or partner of the Underwriter or of any such Underwriter or selected dealer; and/or
(b) covering overand only if any such transferee agrees to the foregoing lock-allocations which may up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made in connection with on the Placing. The Over-allotment Option Closing Date and the Underwriter’s Warrant shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified issued in the written notice above. Payment name or names and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time in such authorized denominations as the Completion of the PlacingUnderwriter may request.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) For the purposes of covering any over-subscriptions allotments in connection with the Placing; and/ordistribution and sale of the Closing Shares and the Closing Warrants, the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 1,732,500 shares of Common Stock (the “Option Shares”) and up to 1,732,500 accompanying Warrants (the “Option Warrants” and together with the Option Shares, the “Option Securities”) at the Securities Purchase Price.
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, the Placing Agent shall purchase price to be obliged paid for the Option Securities is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the Securities Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-allotment Allotment Option Shares specified in the written notice above. Payment and delivery shall granted pursuant to this Section 2.2 may be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% Underwriter as to all (at any time) or any part (from time to time) of the Over-Allotment Placing Proceeds (out of which Option Securities within 30 days after the Placing Agent will pay any placing commissions payable to Sub-Agents)Execution Date. The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Underwriter will not be under any obligation to purchase any Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Underwriter. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent giving of oral notice to the Company from the Underwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than 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 Underwriter, at the offices of McGuireWoods or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriter. 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 Placing Proceeds Option, the Company will become obligated to convey to the Underwriter, and, subject to the terms and conditions set forth herein, the Underwriter will become obligated to purchase, the number of Option Securities specified in such notice. The Underwriter may cancel the Over-Allotment Option at any time prior to payment the expiration of the Over-Allotment Option by written notice to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 562,500 additional shares of Common Stock, representing 15.0% of the Closing Shares sold in the offering from the Company (the “Option Shares”). The purchase price to be paid per Option Share shall be equal to the price per Closing Share set forth in Section 3(a) hereof. The Securities shall be issued directly by the Company hereby grants and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(ii) upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent exercisable terms and conditions herein, the Company agrees to issue and sell the Option Shares to the Underwriters and each Underwriter agrees to purchase from the Company, severally and not jointly, the number of shares specified in the Over-Allotment Exercise Notice (as defined in Section 3(b)(iii));
(iii) The Underwriters may exercise the Over-Allotment Option at any time during in whole, or from time to time in part, on or before the period commencing forty-fifth (45th) day following the Closing Date, by written notice from the date of this Agreement and ending Underwriters to the Company (the “Over-Allotment Exercise Notice”). The Underwriters must give the Over-Allotment Exercise Notice to the Company at 4:30 p.m. least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriters may cancel any exercise of the 3rd Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Shares;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of this Agreement (“the Over-allotment Allotment Exercise Notice.
(v) Payment for the Option PeriodShares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to require the accounts specified by the Company to issue the Underwriters at the offices of S▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP. at 11:00 a.m. New York City time on the date specified in the corresponding Over-allotment 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 Underwriters and the Company may agree upon in writing (an “Additional Closing Date”). The Option Shares in such numbers and Payment shall be made against delivery to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period Underwriters for the purposes of:
(a) covering over-subscriptions respective accounts of the Underwriters 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 Placing; and/or
(b) covering over-allocations which may sale of the Option Shares duly paid by the Company. Delivery of the Option Shares shall be made in connection with through the Placing. The Over-allotment Option facilities of DTC unless the Underwriters shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placingotherwise instruct.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: Underwriting Agreement (Curanex Pharmaceuticals Inc)
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”1) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Allotment Option will may be exercisable exercised by the Underwriters at any time, in whole or in part by delivering notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and from the date (the “Option Closing Date”) and time (the “Option Closing Time”) on and at which such Additional Shares are to timebe 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 five Business Days after the date of delivery of such notice (except to the extent a shorter or longer period shall be agreed to by the Corporation). Subject to the terms of this agreement, during upon the Over-allotment Option Period Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation 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 purposes of:
(a) covering purpose of satisfying over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be allotments made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by Offering.
(2) In the Placing Agent on the Company at any time during event that the Over-allotment Allotment Option Period setting out is exercised in accordance with its terms, the closing of the issuance and sale of that number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Additional Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of Underwriters are exercising the Over-Allotment Placing Proceeds Option shall take place at the Option Closing Time at the offices of Gowling ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP or at such other place as may be agreed to by the Underwriters and the Corporation.
(out 3) At the Option Closing Time, the Corporation shall issue to the Underwriters that number of Additional Shares in respect of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from Underwriters are exercising the Over-Allotment Placing Proceeds prior to Option 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 $1.18 per Additional Share by wire transfer or certified cheque payable to the CompanyCorporation or as otherwise directed by the Corporation.
12.4 On (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 Underwriters to make any payment or delivery contemplated by this Section 16 is subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to conditions set forth in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such noticeSection 15.
Appears in 1 contract
Over Allotment Option. 12.1 On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [*] additional shares of Common Stock, representing 15.0% of the Closing Shares sold in the offering from the Company (the “Option Shares”). The purchase price to be paid per Option Share shall be equal to the price per Closing Share set forth in Section 3(a) hereof. The Securities shall be issued directly by the Company hereby grants and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(ii) upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent exercisable terms and conditions herein, the Company agrees to issue and sell the Option Shares to the Underwriters and each Underwriter agrees to purchase from the Company, severally and not jointly, the number of shares specified in the Over-Allotment Exercise Notice (as defined in Section 3(b)(iii));
(iii) The Underwriters may exercise the Over-Allotment Option at any time during in whole, or from time to time in part, on or before the period commencing from forty-fifth (45th) day following the date of this Agreement and ending the Final Prospectus, by written notice from the Underwriters to the Company (the “Over-Allotment Exercise Notice”). The Underwriters must give the Over-Allotment Exercise Notice to the Company at 4:30 p.m. least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriters may cancel any exercise of the 3rd Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Shares;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of this Agreement (“the Over-allotment Allotment Exercise Notice.
(v) Payment for the Option PeriodShares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to require the accounts specified by the Company to issue the Underwriters at the offices of S▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP. at 11:00 a.m. New York City time on the date specified in the corresponding Over-allotment 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 Underwriters and the Company may agree upon in writing (an “Additional Closing Date”). The Option Shares in such numbers and Payment shall be made against delivery to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period Underwriters for the purposes of:
(a) covering over-subscriptions respective accounts of the Underwriters 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 Placing; and/or
(b) covering over-allocations which may sale of the Option Shares duly paid by the Company. Delivery of the Option Shares shall be made in connection with through the Placing. The Over-allotment Option facilities of DTC unless the Underwriters shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placingotherwise instruct.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: Underwriting Agreement (Curanex Pharmaceuticals Inc)
Over Allotment Option. 12.1
(a) The Company Corporation hereby grants to the Agents, for the purpose of covering over- allotments, if any, or for market stabilization purposes, the Over-allotment Allotment Option to purchase the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 Additional Units. The Over-allotment Allotment Option will be is exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during or times on or before 5:00 p.m. (Calgary time) on the Over-allotment Option Period setting out 30th day following the number of the Shares as to which the Placing Agent is then exercising the Over-allotment OptionClosing Date. Upon the exercise of the Over-allotment OptionFor greater certainty, the Placing Agent shall Agents will be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in paid the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares Agency Fee in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars sale of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation Additional Units pursuant to the exercise of the Over-allotment Allotment Option. Such amounts The Agents, or any one of them, may be deducted by the Placing Agent from exercise the Over-Allotment Placing Proceeds Option from time to time, in whole or in part, during the period thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Additional Units which the Agents wish to purchase. If the Agents exercise the Over-Allotment Option, the Agents will, on the date of Closing of any exercise of the Over-Allotment Option, which will be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Agents in their sole discretion), pay to the Corporation the aggregate purchase price for the Additional Units sold, less an amount equal to the Agency Fee payable in respect of the sale of the Additional Units, by wire transfer or by such other method as the Corporation and the Agents may agree upon, against deposit, for the account of the Agents, of the Additional Units electronically with CDS through its non-certificated inventory system, registered as directed by the Agents, in writing not less than 24 hours prior to payment the applicable Over-Allotment Option closing time. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Sections 10 and 12 relating to closing deliveries unless otherwise agreed to by the Agents and the Corporation) will apply mutatis mutandis to the Companyissuance of any Additional Units pursuant to any exercise of the Over-Allotment Option.
12.4 On and subject (b) In the event that the Corporation will subdivide, consolidate, reclassify or otherwise change its shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the terms exercise price and to the number of this Agreement, Additional Units issuable on exercise thereof such that the Company hereby undertakes that it will after receipt Agents are entitled to arrange for the sale of the notice referred to in Clause 12.2 above from same number and type of securities that the Placing Agent duly allot and issue Agents would have otherwise arranged for had they exercised such number of Over-allotment Allotment Option Shares as set out in the notice immediately prior to such person(s) as the Placing Agent may request in such noticesubdivision, consolidation, reclassification or change.
Appears in 1 contract
Sources: Agency Agreement
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”1) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Allotment Option will may be exercisable exercised by the Underwriters at any time, in whole or in part by delivering notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and from the date (the “Option Closing Date”) and time (the “Option Closing Time”) on and at which such Additional Shares are to timebe 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 five Business Days after the date of delivery of such notice. Upon the Underwriters furnishing this notice, during the Over-allotment Option Period Underwriters will be committed to purchase, in the respective percentages set forth in Section 19 and the Corporation 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 purposes of:
(a) covering purpose of satisfying over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be allotments made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by Offering.
(2) In the Placing Agent on the Company at any time during event that the Over-allotment Allotment Option Period setting out is exercised in accordance with its terms, the closing of the issuance and sale of that number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Additional Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of Underwriters are exercising the Over-Allotment Placing Proceeds Option shall take place at the Option Closing Time at the offices of the Corporation’s counsel in Toronto, Ontario or at such other place as may be agreed to by the Underwriters and the Corporation.
(out 3) At the Option Closing Time, the Corporation shall issue to the Underwriters that number of Additional Shares in respect of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from Underwriters are exercising the Over-Allotment Placing Proceeds Option and deliver or cause to be delivered to CIBC, on behalf of the Underwriters, one global certificate in definitive form representing the Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option, registered in the name of “CDS & Co.” (or such other name or names as the Underwriters notify the Corporation not less than 24 hours prior to the Option Closing Time) against delivery of a receipt for the certificate and payment by the Underwriters to the CompanyCorporation of $2.92 per Additional Share in respect of which the Underwriters are exercising the Over-Allotment Option. The parties agree that the Underwriters shall deduct from the aggregate purchase price payable to the Corporation an amount equal to the Underwriting Fee in respect of the Additional Shares in satisfaction of the Corporation’s obligation to pay the Underwriting Fee in respect of such shares.
12.4 On and (4) The several obligations of the Underwriters to purchase the Additional Shares, if any, hereunder are subject to the terms delivery to CIBC on the Option Closing Date of this Agreementopinions dated the Option Closing Date substantially similar to the opinions contemplated in Sections 11(1)(a)-(d), certificates dated the Company hereby undertakes that it will after receipt Option Closing Date substantially similar to the officer’s certificates contemplated in Section 11(1)(f) and Section 11(1)(g) and such other customary closing certificates and documents as CIBC may reasonably request with respect to the good standing of the notice referred Corporation and other matters related to in Clause 12.2 above from the Placing Agent duly allot sale and issue such number issuance of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such noticeAdditional Shares.
Appears in 1 contract
Over Allotment Option. 12.1 (a) The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. Joint Bookrunners, on behalf of the 3rd Business Day after Underwriters, may exercise the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion directOver- Allotment Option, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part part, at any time and from time to time, during time for a period of 30 days following the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable Closing Date by delivery of written notice served by the Placing Agent on to the Company at any time during the Over-allotment Option Period setting out of the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Allotment Option has been is being exercised and the date for delivery of the Option Shares (an “Over-Allotment Option Notice”). The Option Closing Date shall be determined by the Placing Agent Joint Bookrunners but shall not be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% earlier than two Business Days or later than seven Business Days after delivery of the Over-Allotment Placing Proceeds (out Option Notice. Upon delivery of an Over-Allotment Option Notice, the Company shall become obligated to sell the total number of Option Shares in respect of which the Placing Agent will pay any placing commissions payable Underwriters are exercising the Over- Allotment Option and, subject to Sub-Agents). The the terms and conditions herein set forth, each Underwriter severally and not jointly (nor jointly and severally) shall become obligated to purchase from the Company shall pay the relevant brokerage, and if required by percentage set forth in Section 26(a) of the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment total number of Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by in respect of which the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from Underwriters are then exercising the Over-Allotment Placing Proceeds prior Option (adjusted if necessary to payment avoid fractional shares).
(b) If the Underwriters exercise the Over-Allotment Option in accordance with Section 18(a), the Option Closing will be completed at the Option Closing Time at the offices of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP in Toronto, Ontario, or at any other place determined in writing by the Company and the Underwriters. At the Option Closing Time:
(i) the Company will deliver to the CompanyUnderwriters the items listed in Sections 20, in each case as if references therein to the “Closing Date” were references to the “Option Closing Date” and references to the “Closing Time” were references to the “Option Closing Time”, and such other certificates, opinions, agreements, materials or documents, in form and substance satisfactory to the Underwriters and their counsel, as the Underwriters or their counsel may reasonably request;
(ii) the Underwriters will cause to be sent to the Company by wire transfer (or other means of providing immediately available funds) an amount representing the aggregate purchase price for the Option Shares, net of the applicable fees payable by the Company to the Underwriters as provided for in Section 16;
(iii) the Company will deliver to the Underwriters an instant deposit in electronic form representing the Option Shares registered in the name of CDS or its nominee (or as directed in writing by the Joint Bookrunners not less than one full Business Day before the Option Closing Time).
12.4 On and subject (c) Section 17(b) shall apply mutatis mutandis to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such noticeClosing.
Appears in 1 contract
Sources: Underwriting Agreement
Over Allotment Option. 12.1 The Company hereby grants On the Over-allotment Option basis of the representations, warranties and covenants herein and subject to the Placing Agent exercisable at any time during conditions herein,
(i) the period commencing from Underwriters shall have the date of this Agreement option to purchase, severally and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion directnot jointly, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and from time to time, during payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-allotment Allotment Option Period and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Shares to the several Underwriters;
(iii) the parties agree that the Underwriters may only exercise the Over-Allotment Option for the purposes of:
(a) purpose of covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be allotments made in connection with the Placingoffering of the Firm Shares.
(iv) The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth day after Closing Date, by written notice from the Representative to the Company (the “Over-Allotment Exercise Notice”). The Underwriters must give the Over-Allotment Exercise Notice to the Company at least one 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 Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(v) The Over-allotment Option Allotment Exercise Notice shall be exercisable by written notice served by set forth:
(A) the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the aggregate number of the Option Shares as to which the Placing Agent Over-Allotment Option is then exercising being exercised;
(B) the Over-allotment Option. Upon Allotment Option Purchase Price;
(C) the exercise of names and denominations in which the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in are to be registered; and
(D) the written notice above. Payment and delivery shall applicable Additional Closing Date, which may be simultaneous and time and date of payment and delivery shall be at the same date and time as the Completion of Closing Date but shall not be earlier than the Placing.
12.3 The Company acknowledges and agrees that Closing Date nor later than the amount payable by tenth full business day after the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% date of the Over-Allotment Placing Proceeds Exercise Notice.
(out vi) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Representative at the office of which VCL Law LLP at 10:00 a.m., Eastern Time, on the Placing Agent will pay any placing commissions payable to Subdate specified in the corresponding Over-AgentsAllotment Exercise Notice, or at such other place on the same or such other date and time, as the Representative and the Company may agree upon in writing (an “Additional Closing Date”). The Company Option Shares Payment shall pay be made against delivery to the relevant brokerageRepresentative for the respective accounts of the several Underwriters of the Option Shares to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and if required other similar taxes payable in connection with the sale of the Option Shares duly paid by the Stock Exchange, Company. Delivery of the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may shall be reasonably incurred by made through the Placing Agent in relation to facilities of DTC unless the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the CompanyRepresentative shall otherwise instruct.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: Underwriting Agreement (AiXin Life International, Inc.)
Over Allotment Option. 12.1 (i) The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during Underwriters, upon the period commencing from terms and conditions set forth in Section 1.1.3 hereof, an option (the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option PeriodOption”) to require purchase up to an additional 190,000 shares of common stock (the Company “Option Shares”) and/or pre-funded warrants (the “Option Pre-Funded Warrants” and, together with the Option Shares, the “Option Securities”), representing up to issue fifteen percent (15%) of the Over-allotment Option Shares Firm Securities sold in such numbers and to such persons as the Placing Agent shall offering, or any combination thereof, in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period each case for the purposes of:
(a) purpose of covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placingallotments of such securities, if any. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Optionis, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price Underwriters’ sole discretion, for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such outOption Pre-ofFunded Warrants together or solely Option Shares or solely Option Pre-pocket Funded Warrants. The Firm Securities and other expenses the Option Securities are collectively referred to as the “Securities.”
(ii) Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth herein, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Pre-Funded Warrants as may be reasonably incurred by necessary to cover over-allotments made in connection with the Placing Agent transactions contemplated hereby. The purchase price to be paid per Option Share and per Option Pre-Funded Warrant shall be equal to the price per Firm Share and per Firm Pre-Funded Warrant in relation Section 1.1.1 hereof. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. Such amounts This Over-Allotment Option may be deducted exercised by the Placing Agent Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date of the Closing, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Pre-Funded Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Pre-Funded Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-Allotment Placing Proceeds prior allotment Option with respect to payment to all or any portion of the Company.
12.4 On and Option Securities subject to the terms of this Agreementand conditions set forth herein, (i) the Company hereby undertakes that it will after receipt of shall become obligated to sell to the notice referred to in Clause 12.2 above from Underwriters the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request Securities specified in such notice; and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine.
Appears in 1 contract
Over Allotment Option. 12.1 The On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company hereby grants (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent terms and conditions herein, the Company agrees to issue and sell the Option Shares to the several Underwriters;
(iii) The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Representative to the Company (the “Over-Allotment Exercise Notice”). The Underwriters must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the Over-Allotment Option Purchase Price;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Representative at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [5:00] [p.m.] Eastern Time 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 Representative and the Company may agree upon in writing (an “Additional Closing Date”). The Option Shares Payment shall be made against delivery to the Representative for the respective accounts of the several Underwriters 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.
(vi) As additional compensation for the Representative’s services, the Company shall issue to the Representative or its designees at the closing of the Offering warrants (the “Representative’s Warrant”) to purchase that number of Ordinary Shares equal to 10.0% of the aggregate number of ordinary shares sold in the Offering. The Representative’s Warrant will be exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, in whole or in part, during the Overperiod commencing six months from the commencement of sales of the Firm Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 150.0% of the offering price per Ordinary Share in the Offering. The Representative’s Warrant and the Ordinary shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Representative’s Securities.” The Representative understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the underlying Ordinary Shares during the 180-allotment Option Period day period after the commencement of sales of the Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Representative's Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the purposes of:
commencement of sales of the public offering to anyone other than (aA) covering over-subscriptions an Underwriter or a selected dealer in connection with the PlacingOffering, or (B) a bona fide officer or partner of one of the Representative or of any such Underwriter or selected dealer; and/or
(b) covering overand only if any such transferee agrees to the foregoing lock-allocations which may up restrictions. Delivery of the executed Representative’s Warrant Agreement shall be made in connection with on the Placing. The Over-allotment Option Closing Date and the Representative’s Warrant shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified issued in the written notice above. Payment name or names and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time in such authorized denominations as the Completion of the PlacingRepresentative may request.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 The 4.2.1. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, the Underwriter shall have the option to purchase the Option Shares from the Company hereby grants (the “Over-Allotment Option”), in each case, at a price per Share equal to the Purchase Price less an amount per Share equal to any dividends or distributions declared by the Company and payable on the Closing Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”);
4.2.2. Upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent exercisable terms and conditions herein, the Company agrees to issue and sell the Option Shares to the Underwriter;
4.2.3. The Underwriter may exercise the Over-Allotment Option at any time during in whole, or from time to time in part, on or before the period commencing from forty-fifth (45th) Calendar Day following the date of this Agreement and ending 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 4:30 p.m. least one (1) Business Day prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the 3rd Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
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 this Agreement (“the Over-allotment Allotment Exercise Notice.
4.2.5. Payment for the Option PeriodShares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to require the accounts specified by the Company to issue the Underwriter at the offices of Underwriter Counsel at 10:00 a.m. ET on the date specified in the corresponding Over-allotment 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 in such numbers and Payment shall be made against delivery to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period Underwriter for the purposes of:
(a) covering over-subscriptions 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 Placing; and/or
(b) covering over-allocations which may sale of the Option Shares duly paid by the Company. Delivery of the Option Shares shall be made in connection with through the Placing. The Over-allotment Option facilities of DTC unless the Underwriter shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placingotherwise instruct.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: Underwriting Agreement (Super League Enterprise, Inc.)
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) For the purposes of covering any over-subscriptions allotments in connection with the Placing; and/ordistribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 501,792 shares of Common Stock (the “Option Shares”).
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, the Placing Agent shall purchase price to be obliged paid for the Option Shares is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-allotment Allotment Option Shares specified in the written notice above. Payment and delivery shall granted pursuant to this Section 2.2 may be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be Representative as to all (at any time) or any part (from time to time) of the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of within 45 days after the Over-Allotment Placing Proceeds (out of which the Placing Agent Execution Date. An Underwriter will pay not be under any placing commissions payable obligation to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment purchase any Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent 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 to be purchased and the date and time for delivery of and payment for the Option 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 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 Placing Proceeds 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 specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to payment the expiration of the Over-Allotment Option by written notice to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: Underwriting Agreement (AquaBounty Technologies, Inc.)
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”1) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Allotment Option will may be exercisable exercised by the Lead Underwriters, on behalf of the Underwriters, at any time, in whole or in part by delivering notice to the Corporation not later than 5:00 p.m. on the 30th day after the Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and from the date (the “Option Closing Date”) and time (the “Option Closing Time”) on and at which such Additional Shares are to timebe 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 five Business Days after the date of delivery of such notice (except to the extent a shorter or longer period shall be agreed to by the Corporation). Subject to the terms of this agreement, during upon the Over-allotment Option Period Lead Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation 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 purposes of:
(a) covering purpose of satisfying over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be allotments made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by Offering.
(2) In the Placing Agent on the Company at any time during event that the Over-allotment Allotment Option Period setting out is exercised in accordance with its terms, the closing of the issuance and sale of that number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Additional Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of Underwriters are exercising the Over-Allotment Placing Proceeds Option shall take place at the Option Closing Time at the offices of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other place as may be agreed to by the Lead Underwriters and the Corporation.
(out 3) At the Option Closing Time, the Corporation shall issue to the Underwriters that number of Additional Shares in respect of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from Underwriters are exercising the Over-Allotment Placing Proceeds prior to Option and deposit with CDS or its nominee, if requested by the Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$2.80 per Additional Share by wire transfer or certified cheque payable to the CompanyCorporation or as otherwise directed by the Corporation.
12.4 On (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 Underwriters to make any payment or delivery contemplated by this Section 16 is subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to conditions set forth in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such noticeSection 15.
Appears in 1 contract
Over Allotment Option. 12.1 The On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriter shall have the option to purchase the Option Shares from the Company hereby grants (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent terms and conditions herein, the Company agrees to issue and sell the Option Shares to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two business days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the 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, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, 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 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.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the offering warrants (the “Underwriter’s Warrant”) to purchase that number of shares of the Company’s common stock equal to 10.0% of the aggregate number of shares of Common Stock sold in the offering. The Underwriter’s Warrant will be exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, in whole or in part, during the Overperiod commencing six months from the commencement of sales of the public offering and ending on the date that is five years after the commencement of sales of the public offering, at a price per share equal to 125.0% of the Public Offering Price per share of common stock at the offering. The Underwriter’s Warrant and the shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares during the 180-allotment Option Period day period after the commencement of sales of the public offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the purposes of:
commencement of sales of the public offering to anyone other than (aA) covering over-subscriptions the Underwriter or a selected dealer in connection with the PlacingOffering, or (B) a bona fide officer or partner of the Underwriter or of any such Underwriter or selected dealer; and/or
(b) covering overand only if any such transferee agrees to the foregoing lock-allocations which may up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made in connection with on the Placing. The Over-allotment Option Closing Date and the Underwriter’s Warrant shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified issued in the written notice above. Payment name or names and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time in such authorized denominations as the Completion of the PlacingUnderwriter may request.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 (1) The Company hereby grants to the Underwriters, in the respective percentages set out in Section 19 of this Underwriting Agreement, an option (the “Over- Allotment Option”) to purchase the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, Allotment Securities at the Placing Issue Price, the Additional Unit Share Price and/or the Additional Warrant Price per Over-allotment Option Share.
12.2 security, as applicable. The Over-allotment Allotment Option will may be exercisable exercised in whole or in part and from time to time, during time at any time not later than the Over-allotment Option Period for 30th day after the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the PlacingClosing Date. The Over-allotment Option shall Allotment may be exercisable exercised by the Lead Underwriters, on behalf of the Underwriters, delivering to the Company written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period of exercise, setting out the number and type of Over-Allotment Securities to be purchased by the Shares Underwriters and the date on which such Over-Allotment Securities are to be purchased (the “Option Closing Date”). Such date may be the same as to the Closing Date but not earlier than the Closing Date and shall be at least two (2) Business Days, but not more than five (5) Business Days, after the date on which the Placing Agent notice of exercise is then exercising delivered to the Over-allotment OptionCompany. Upon the exercise furnishing of the Over-allotment Optionnotice, the Placing Agent shall Underwriters will severally (and not jointly nor jointly and severally) be obliged committed to procure subscribers forpurchase on the Option Closing Date in the respective percentages set out in Section 19 of this Underwriting Agreement and the Company will be committed to issue and sell in accordance with and subject to the provisions of this Underwriting Agreement, or failing which itself to subscribe as principal, such the number of Over-allotment Option Shares specified Allotment Securities indicated in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placingnotice.
12.3 The Company acknowledges and agrees (2) In the event that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Allotment Option Shares in respect of which the Over-allotment Option has been is exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% Underwriters and any of the Over-Allotment Placing Proceeds Securities are purchased by the Underwriters, the closing shall be made at the offices mentioned in Section 12 above, or at such other place as shall be agreed upon by the Underwriters and the Company, on the Option Closing Date, in accordance with the procedures set forth in Section 12 above.
(out of which 3) In the Placing Agent will pay any placing commissions payable to Sub-Agents). The event that the Company shall pay subdivide, consolidate, reclassify or otherwise change its Common Shares during the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent period in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from which the Over-Allotment Placing Proceeds prior to payment Option is exercisable, appropriate adjustments will be made to the Company.
12.4 On exercise price and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Allotment Securities 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 Shares as set out in the notice immediately prior to such person(s) as the Placing Agent may request in such noticesubdivision, consolidation, reclassification or change.
Appears in 1 contract
Sources: Underwriting Agreement
Over Allotment Option. 12.1 (a) The Company Corporation hereby grants to the OverUnderwriters, for the purpose of covering the Underwriters’ over-allotment allotment, if any, or for market stabilization purposes, the Over- Allotment Option to purchase and/or to sell as agent, the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Additional Units. The Over- Allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be is exercisable in whole or in part at any time for a period of 30 days from and from time including the Closing Date. For greater certainty, the Underwriters shall be paid the Commission and issued the applicable number of Broker Warrants in respect of the issue and sale of any Additional Units issued pursuant to time, during the Over-allotment Option Period for exercise of the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/orOver- Allotment Option.
(b) covering over-allocations which The Underwriters may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during exercise the Over-allotment Allotment Option Period setting out in whole or in part during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Additional Units to be issued. If the Shares as to which the Placing Agent is then exercising Underwriters exercises the Over-allotment Allotment Option, the Underwriters shall, on the Closing Date, which shall be a date that is not less than two Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Underwriters in its sole discretion), pay to the Corporation the aggregate purchase price for the Additional Units to be issued by wire transfer in Canadian currency payable at par in Vancouver, British Columbia against delivery of the Additional Units (in certificated or electronic form), registered as the Underwriters directs. Upon The applicable terms, conditions and provisions of this Agreement (including the provisions of Section 11 relating to closing deliveries) shall apply mutatis mutandis to the Closing of the issuance of any Additional Units pursuant to any exercise of the Over-allotment Allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees (c) In the event that the amount payable by Corporation shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the Placing Agent to the Company with respect to the Over-allotment Option Shares period in respect of which the Over-allotment Allotment Option has been is exercisable, appropriate adjustments will be made to the applicable Offering Price and to the number of Additional Units issuable on exercise thereof such that the Underwriters is 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 by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds immediately prior to payment to the Companysuch subdivision, consolidation, reclassification or change.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: Underwriting Agreement
Over Allotment Option. 12.1 The Company hereby grants On the Over-allotment Option basis of the representations, warranties and covenants herein and subject to the Placing Agent exercisable at any time during conditions herein,
1.2.1. the period commencing from Underwriter shall have the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) option to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion directpurchase, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and part, the Company Option Shares from time the Company (the “Over-Allotment Option”), at a price per share equal to time, during the Purchase Price (the “Over-Allotment Option Purchase Price”);
1.2.2. upon an exercise of the Over-allotment Allotment Option Period and subject to the terms and conditions herein, the Company agrees to issue and sell the Company Option Shares to the Underwriter;
1.2.3. the parties agree that the Underwriter may only exercise the Over-Allotment Option for the purposes of:
(a) purpose of covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be allotments made in connection with the Placingoffering 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 date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two business days prior to the Closing Date or the Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(i) The Over-allotment Option Allotment Exercise Notice shall be exercisable by written notice served by set forth:
(A) the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the aggregate number of the Option Shares as to which the Placing Agent Over-Allotment Option is then exercising being exercised;
(B) the Over-allotment Option. Upon Allotment Option Purchase Price;
(C) the exercise of names and denominations in which the Over-allotment Option, certificates for the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in are to be registered; and
(D) the written notice above. Payment and delivery shall applicable Additional Closing Date, which may be simultaneous and time and date of payment and delivery shall be at the same date and time as the Completion of Closing Date but shall not be earlier than the Placing.
12.3 The Company acknowledges and agrees that Closing Date nor later than the amount payable by tenth full business day after the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% date of the Over-Allotment Placing Proceeds Exercise Notice.
(out of which ii) Payment for the Placing Agent will pay any placing commissions payable Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to Subthe accounts specified by the Company to the Underwriter on the date specified in the corresponding Over-AgentsAllotment 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 Company Option Shares Payment shall pay be made against delivery to the relevant brokerageUnderwriter or its designees of the Option Shares to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and if required other similar taxes payable in connection with the sale of the Option Shares duly paid by the Stock Exchange, Company. Delivery of the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may shall be reasonably incurred by made through the Placing Agent in relation to facilities of DTC unless the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the CompanyUnderwriter shall otherwise instruct.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 (1) The Company hereby grants has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-allotment Allotment Option to the Placing Agent exercisable purchase up to 3,000,000 Additional Shares at any time during the period commencing from the date a price of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price $1.60 per Over-allotment Option Share.
12.2 Additional Shares. The Over-allotment Allotment Option will be is exercisable in whole or in part and at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, during in whole or in part, by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Shares that the Underwriters wish to purchase. If the Underwriters exercise the Over-allotment Option Period for Allotment Option, the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent Underwriters shall, on the Company at any time during the Over-allotment Option Period setting out Allotment Closing Date, pay to the number of Company the aggregate purchase price for the Additional Shares as to which the Placing Agent is then exercising so purchased by wire transfer, certified cheque or bank draft dated the Over-allotment OptionAllotment Closing Date against delivery of a certificate representing the Additional Shares registered in the name of “CDS & Co.” (or in such other name as the Underwriters may direct). Upon The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries) shall apply mutatis mutandis to the issuance of any Additional Shares pursuant to any exercise of the Over-allotment Allotment Option, except as otherwise agreed by the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in Company and the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the PlacingUnderwriters.
12.3 The Company acknowledges and agrees (2) In the event that the amount payable by Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the Placing Agent to the Company with respect to the Over-allotment Option Shares period in respect of which the Over-allotment Allotment Option has been is exercisable, appropriate adjustments will be made to the offering 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 by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds immediately prior to payment to the Companysuch subdivision, consolidation, reclassification or change.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: Underwriting Agreement
Over Allotment Option. 12.1 The Company hereby grants On the Over-allotment Option basis of the representations, warranties and covenants herein and subject to the Placing Agent exercisable at any time during conditions herein,
(i) the period commencing from Underwriter shall have the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) option to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion directpurchase, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and part, the Option Shares from time the Company (the “Over-Allotment Option”), in each case, at a price per share equal to time, during the Purchase Price (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-allotment Allotment Option Period and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Shares to the Underwriter;
(iii) the parties agree that the Underwriter may only exercise the Over-Allotment Option for the purposes of:
(a) purpose of covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be allotments made in connection with the Placingoffering of the Firm Shares.
(iv) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth day after the Closing Date, 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 one business days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(v) The Over-allotment Option Allotment Exercise Notice shall be exercisable by written notice served by set forth:
(A) the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the aggregate number of the Option Shares as to which the Placing Agent Over-Allotment Option is then exercising being exercised;
(B) the Over-allotment Option. Upon Allotment Option Purchase Price;
(C) the exercise of names and denominations in which the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in are to be registered; and
(D) the written notice above. Payment and delivery shall applicable Additional Closing Date, which may be simultaneous and time and date of payment and delivery shall be at the same date and time as the Completion of Closing Date but shall not be earlier than the Placing.
12.3 The Company acknowledges and agrees that Closing Date nor later than the amount payable by tenth full business day after the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% date of the Over-Allotment Placing Proceeds Exercise Notice.
(out vi) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the office of which VCL Law LLP at 10:00 a.m., Eastern Time, on the Placing Agent will pay any placing commissions payable to Subdate specified in the corresponding Over-AgentsAllotment Exercise Notice, or at such other place on the same or such other date and time, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Company Option Shares Payment shall pay be made against delivery to the relevant brokerageUnderwriter for the respective account of the Underwriter of the Option Shares to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and if required other similar taxes payable in connection with the sale of the Option Shares duly paid by the Stock Exchange, Company. Delivery of the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may shall be reasonably incurred by made through the Placing Agent in relation to facilities of DTC unless the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the CompanyUnderwriter shall otherwise instruct.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 (1) The Company hereby grants Corporation has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-allotment Allotment Option to the Placing Agent exercisable at any time during the period commencing from the date purchase up to 3,300 Additional Debentures with a face value of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment $1,000 per Additional Debenture. The Over- Allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be is exercisable in whole or in part and at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriters, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Corporation (the “Over-Allotment Notice”) specifying the number of Additional Debentures which the Underwriters wish to purchase. If the Underwriters exercise the Over-allotment Option Period Allotment Option, the Underwriters shall, on the Over- Allotment Closing Date, pay to the Corporation the aggregate purchase price for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable Additional Debentures so purchased by written notice served by the Placing Agent on the Company at any time during wire transfer, certified cheque or bank draft dated the Over-allotment Option Period setting out the number Allotment Closing Date against delivery evidence of deposit of the Shares Additional Debentures via a non-certificated issue or one or more certificates in definitive form representing the Additional Debentures or, registered in the name of “CDS & Co.” or in such other name as the Lead Underwriters, on behalf of the Underwriters, may direct. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to which closing deliveries unless otherwise agreed to by the Placing Agent is then exercising Underwriters and the Over-allotment Option. Upon Corporation) shall apply mutatis mutandis to the issuance of any Additional Debentures pursuant to any exercise of the Over-allotment Over- Allotment Option, except as otherwise agreed by the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in Corporation and the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the PlacingUnderwriters.
12.3 The Company acknowledges and agrees (2) In the event that the amount payable by Corporation shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the Placing Agent to the Company with respect to the Over-allotment Option Shares period in respect of which the Over-allotment Allotment Option has been is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Debentures 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 by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds immediately prior to payment to the Companysuch subdivision, consolidation, reclassification or change.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”1) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Allotment Option will may be exercisable exercised by the Underwriters at any time, in whole or in part and from time by delivering notice to the Corporation not later than 5:00 p.m. (Toronto time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during 30th day after the Over-allotment Option Period setting out Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “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 to which (but not earlier than) the Placing Agent Closing Date and will not be earlier than three business days nor later than five business days after the date of delivery of such notice, if the Option Closing Date is then exercising after the Over-allotment OptionClosing Date. Upon If the Option Closing Date is the same day as the Closing Date, the notice of exercise of the Over-allotment OptionAllotment Option referred to above may be delivered by 5:00 p.m. (Toronto time) on the second business day prior to the Closing Date. If any Additional Shares are purchased from the Corporation, the Placing Agent shall be obliged each Underwriter agrees, severally and not jointly nor jointly and severally, to procure subscribers for, or failing which itself purchase such portion of Additional Shares (subject to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time adjustments to eliminate fractional shares as the Completion Lead Underwriters may determine) as is set out in Section 18 opposite the name of the Placingsuch Underwriter.
12.3 The Company acknowledges and agrees (2) In the event that the amount payable by the Placing Agent to the Company with respect to the Over-allotment 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 Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of Underwriters are exercising the Over-Allotment Placing Proceeds Option shall take place at the Option Closing Time at the offices referred to in Section 12(1) or at such other place as the Underwriters and the Corporation may agree upon.
(out 3) At the Option Closing Time, the Corporation shall deliver to the Underwriters definitive share certificate(s) representing the Additional Shares in respect of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from Underwriters are exercising the Over-Allotment Placing Proceeds Option registered in the name of “CDS & Co.” (or such other name or names as RBC, on behalf of the Underwriters, may direct the Corporation in writing at least 24 hours before the Option Closing Time. Delivery by the Corporation of such Additional Shares shall be made against payment by the Underwriters to the Corporation of the aggregate purchase price for such Additional Shares by wire transfer (to a bank account designated by the Corporation to the Underwriters at least 24 hours prior to payment the Option Closing Time) or as otherwise agreed to by the Corporation and the Underwriters, in the City of Calgary, together with a receipt signed by RBC, on behalf of the Underwriters, for such certificate(s). The parties agree that the Underwriters shall deduct from the aggregate purchase price payable to the CompanyCorporation for the Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option an amount equal to the Underwriting Fee in respect of such Additional Shares in satisfaction of the Corporation’s obligation to pay the Underwriting Fee in respect of such Additional Shares.
12.4 On and (4) The several obligations of the Underwriters to purchase the Additional Shares, if any, hereunder are subject to the terms delivery to the Underwriters on the Option Closing Date of this Agreementopinions dated the Option Closing Date substantially similar to the opinions and letters contemplated in Sections 11(1)(a) to (c), certificates dated the Company hereby undertakes that it will after receipt Option Closing Date substantially similar to the officer’s certificates contemplated in Sections 11(1)(d) and (e) and such other customary closing certificates and documents as the Underwriters may reasonably request with respect to the existence of the notice referred Corporation and other matters related to in Clause 12.2 above from the Placing Agent duly allot sale and issue such number issuance of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such noticeAdditional Shares.
Appears in 1 contract
Over Allotment Option. 12.1 (1) The Company hereby grants the Over-allotment Allotment Option to may be exercised by the Placing Agent exercisable Underwriters at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during in whole or in part, by delivering notice to the Over-allotment Option Period for the purposes of:
Company not later than 5:00 p.m. (aEastern time) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during 30th day after the Over-allotment Option Period setting out Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “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 two Business Days nor later than three Business Days after the date of delivery of such notice (except to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent extent a shorter or longer period shall be obliged agreed to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-AgentsCompany). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject 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 21, and the Company hereby undertakes 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 it will after receipt the Over-Allotment Option is exercised in accordance with its terms, the closing of the notice referred to in Clause 12.2 above from the Placing Agent duly allot issuance and issue such sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-allotment Allotment Option shall take place at the Option Closing Time electronically or as may be otherwise agreed to by the Underwriters and the Company.
(3) At the Option Closing Time, the Company shall issue to the Underwriters that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option and deposit with CDS or its nominee, if requested by the Joint Bookrunners, or any one of them, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of the Offering Price per Additional Share by wire transfer or certified cheque payable to the Company or as set out otherwise directed by the Company.
(4) Concurrently with the deliveries and payment under paragraph (3), the Company shall pay the Underwriting Fee applicable to the Additional Shares in the notice manner provided in the ninth paragraph of this Agreement against delivery of a receipt for that payment.
(5) The obligation of the Underwriters to such person(s) as make any payment or delivery contemplated by this Section 15 is subject to the Placing Agent may request conditions set forth in such noticeSection 14.
Appears in 1 contract
Over Allotment Option. 12.1 The Company 10.1 In consideration of and subject to the issuance of the Units and the Flow-Through Units, the Corporation hereby grants the Over-allotment Allotment Option to the Placing Agent exercisable at any time during Agents, to cover over-allotments, if any, and for market stabilization purposes. If, and to the period commencing from extent that, the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue Agents exercise the Over-allotment Allotment Option, subject to the terms and conditions of this Agreement, the Corporation shall issue and sell, on the Option Shares Closing Date (which date may be the Closing Date), the number of Additional Units indicated in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, Option Notice at the Placing Unit Offering Price per Overor the Flow-allotment Option ShareThrough Offering Price, as applicable.
12.2 10.2 The Over-allotment Allotment Option will may be exercisable exercised, in whole or in part and part, on or before 5:00 p.m. (Vancouver time) on the date which is 30 days from time to timethe Closing Date, during by delivery by the Over-allotment Option Period for Lead Agent on behalf of the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by Agents of written notice served by to the Placing Agent on the Company at any time during the Over-allotment Option Period setting out Corporation, not later than two business days prior to exercise, confirming the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares Additional Units in respect of which the Over-allotment Allotment Option has been is being exercised by (the Placing Agent shall be the aggregate Placing Price for such Over-allotment “Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-AgentsNotice”). The Company shall pay obligations of the relevant brokerageAgents to complete the purchase of the Additional Units under this Agreement, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to upon the exercise of the Over-allotment Allotment Option. Such amounts may be deducted , is subject to the receipt by the Placing Agent from Agents of a Bring Down Comfort Letter, the Legal Opinions, the U.S. Legal Opinion, the U.S. Tax Opinion and Officers’ Certificate, each dated the Option Closing Date, as the Agents may reasonably request.
10.3 Notwithstanding the foregoing, in all other respects, the applicable terms, conditions and provisions of this Agreement will apply mutatis mutandis to the Option Closing Date and the Additional Units. For the avoidance of doubt, to the extent that the Over-Allotment Placing Proceeds prior to payment Option is exercised, the Agents will be entitled to the Company.
12.4 On Agents’ Fee, the Compensation Shares and subject the Compensation Options with respect to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such noticeAdditional ▇▇▇▇▇.
Appears in 1 contract
Sources: Agency Agreement (Veris Gold Corp.)
Over Allotment Option. 12.1 (1) The Company hereby grants the Over-allotment Allotment Option to may be exercised by the Placing Agent exercisable Underwriters at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during in whole or in part by delivering notice to the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent Corporation not later than 5:00 p.m. on the Company at any time during 30th day after the Over-allotment Option Period setting out Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the "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 two Business Days nor later than three Business Days after the date of delivery of such notice (except to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent extent a shorter or longer period shall be obliged agreed to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-AgentsCorporation). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject Subject to the terms of this Agreement, upon the Company hereby undertakes Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation 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 it will after receipt the Over-Allotment Option is exercised in accordance with its terms, the closing of the notice referred to in Clause 12.2 above from the Placing Agent duly allot issuance and issue such sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-allotment Allotment Option shall take place at the Option Closing Time at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other place as may be agreed to by the Underwriters and the Corporation.
(3) At the Option Closing Time, the Corporation shall issue to the Underwriters that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option and deposit with CDS or its nominee, if requested by the Co-lead Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$0.66 per Additional Share by wire transfer or certified cheque payable to the Corporation or as set out 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 notice manner provided in the ninth paragraph of this letter against delivery of a receipt for that payment.
(5) The obligation of the Underwriters to such person(s) as make any payment or delivery contemplated by this Section 16 is subject to the Placing Agent may request conditions set forth in such noticeSection 15.
Appears in 1 contract
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) For the purposes of covering any over-subscriptions allotments in connection with the Placing; and/ordistribution and sale of the Closing Shares, the Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____]1 Common Shares (the “Option Shares”), representing fifteen percent (15%) of the Closing Shares sold in the Offering, at the Share Purchase Price.
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, the Placing Agent shall purchase price to be obliged paid for the Option Shares is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-allotment Allotment Option Shares specified in the written notice above. Payment and delivery shall granted pursuant to this Section 2.2 may be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be Representatives as to all (at any time) or any part (from time to time) of the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of within 45 days after the Over-Allotment Placing Proceeds (out of which the Placing Agent Execution Date. An Underwriter will pay not be under any placing commissions payable obligation to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment purchase any Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation prior to the exercise of the Over-allotment OptionAllotment Option by the Representatives. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent giving of oral notice to the Company from the Representatives, which must be confirmed in writing by overnight mail or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than one (1) full Business Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representatives, at the offices of EGS or at such other place (including remotely by other electronic transmission) as shall be agreed upon by the Company and the Representatives. If such delivery and payment for the Option 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 Placing Proceeds prior Option, the Company will become obligated to payment convey to the Company.
12.4 On and Underwriters, and, subject to the terms of this Agreementand conditions set forth herein, the Company hereby undertakes that it Underwriters will after receipt of become obligated to purchase, the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request specified in such notice.. The Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. 1 Insert 15% of the Closing Shares
Appears in 1 contract
Over Allotment Option. 12.1 The Company (a) For the purposes of covering any over-allotments, the Representative is hereby grants granted an option (the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option PeriodAllotment Option”) to require purchase, in the Company aggregate, up to issue 21,000,000 additional Ordinary Shares (the “Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option ShareAllotment Shares”).
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, the Placing Agent shall purchase price to be obliged paid for the Over-Allotment Shares is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the Ordinary Share Purchase Price multiplied by the number of Over-allotment Option Allotment Shares specified in to be purchased (the written notice above. Payment and delivery shall purchase price to be simultaneous and time and date of payment and delivery shall be at paid on an Over-Allotment Closing Date, the same time as the Completion of the Placing“Over-Allotment Closing Purchase Price”).
12.3 (c) The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Allotment Option Shares in respect of which the Over-allotment Option has been granted pursuant to this Section 2.2 may be exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% Representative as to all (at any time) or any part (from time to time) of the Over-Allotment Placing Proceeds (out Shares for 45 days after the closing of which the Placing Agent Offering. An Underwriter will pay not be under any placing commissions payable obligation to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such purchase any Over-allotment Option Allotment Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, email or facsimile or other electronic transmission setting forth the number of Over-Allotment Shares to be purchased and the date and time for delivery of and payment for such Over-Allotment Shares (each, an “Over-Allotment Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of SRF or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Over-Allotment Placing Proceeds Shares does not occur on the Closing Date, each Over-Allotment Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Over-Allotment Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to payment the expiration of the Over- Allotment Option by written notice to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 The Company Corporation hereby grants to the Underwriter the Over-allotment Allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue purchase the Over-allotment Option Allotment Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Offer Price per Over-allotment Allotment Share. The Over- Allotment Option Share.
12.2 The Over-allotment Option will may be exercisable exercised in whole or in part and from time to time prior to its expiry in accordance with the provisions of this Underwriting Agreement by the Underwriter by delivering to the Corporation written notice of exercise, setting out the number of Over-Allotment Shares to be purchased by the Underwriter, which notice must be received by the Corporation not later than 5:00 p.m. (Toronto time) on the date that is thirty (30) days after the Closing Date. Upon the furnishing of the notice, during the Underwriter will be committed to purchase the Over-allotment Option Period Allotment Shares and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Underwriting Agreement, the number of Over-Allotment Shares indicated in the notice. Over-Allotment Shares may be purchased by the Underwriter only for the purposes of:
(a) covering purpose of satisfying over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be allotments made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by distribution of the Placing Agent on Purchased Shares and for market stabilization purposes permitted pursuant to Canadian Securities Laws.
12.2 In the Company at any time during event that the Over-allotment Allotment Option Period setting out is exercised by the number Underwriter and any of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon Allotment Shares are purchased by the Underwriter, the closing shall take place at the offices mentioned in Section 11 above, or at such other place as shall be agreed upon by the Underwriter and the Corporation, on each Over-Allotment Closing Date.
12.3 At the Time of Closing on an Over-Allotment Closing Date, if any, for the exercise of the Over-allotment Allotment Option, subject to the Placing Agent terms and conditions contained in this Underwriting Agreement, the Corporation shall deliver to the Underwriter a certificate or certificates representing Over-Allotment Shares against payment of the aggregate Offer Price by wire transfer on such Over-Allotment Closing Date payable to Maple or if requested, utilize the NCI System. Maple will, at the Time of Closing on such Over-Allotment Closing Date, and upon such payment of the aggregate Offer Price to Maple, make payment in full of the Underwriting Fee which shall be obliged made by Maple directing the Underwriter to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in withhold the written notice above. Payment and delivery shall be simultaneous and time and date of Underwriting Fee from the payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to aggregate Offer Price. Certificates representing the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent Allotment Shares, if any, shall be registered in such names as the aggregate Placing Price for Underwriter may request provided such Over-allotment Option Shares less a placing commission in HK dollars of request is made at least two (2% ) Business Days prior to an Over- Allotment Closing Date.
12.4 The closing of the Over-Allotment Placing Proceeds (out Option shall be conditional upon the conditions set forth in Section 6.8 through Section 6.15 being satisfied at the Time of which Closing on the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Over- Allotment Placing Proceeds prior to payment to the CompanyClosing Date.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: Underwriting Agreement
Over Allotment Option. 12.1 The Company (a) For the purposes of covering any over-allotments, the Representative is hereby grants granted an option (the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option PeriodAllotment Option”) to require purchase, in the Company aggregate, up to issue [*] additional Ordinary Shares (the “Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option ShareAllotment Shares”).
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, the Placing Agent shall purchase price to be obliged paid for the Over-Allotment Shares is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the Ordinary Share Purchase Price multiplied by the number of Over-allotment Option Allotment Shares specified in to be purchased (the written notice above. Payment and delivery shall purchase price to be simultaneous and time and date of payment and delivery shall be at paid on an Over-Allotment Closing Date, the same time as the Completion of the Placing“Over-Allotment Closing Purchase Price”).
12.3 (c) The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Allotment Option Shares in respect of which the Over-allotment Option has been granted pursuant to this Section 2.2 may be exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% Representative as to all (at any time) or any part (from time to time) of the Over-Allotment Placing Proceeds (out Shares for 25 days after the closing of which the Placing Agent Offering. An Underwriter will pay not be under any placing commissions payable obligation to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such purchase any Over-allotment Option Allotment Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, email or facsimile or other electronic transmission setting forth the number of Over-Allotment Shares to be purchased and the date and time for delivery of and payment for such Over-Allotment Shares (each, an “Over-Allotment Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of SRF or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Over-Allotment Placing Proceeds Shares does not occur on the Closing Date, each Over-Allotment Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Over-Allotment Shares specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to payment the expiration of the Over- Allotment Option by written notice to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”1) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Allotment Option will may be exercisable exercised by the Lead Underwriter, on behalf of the Underwriters, at any time, in whole or in part by delivering notice to the Corporation not later than 5:00 p.m. E.D.T. on the 30th day after the Closing Date, which notice will specify the number and from type of Additional Securities to be purchased by the Underwriters and the date (the “Option Closing Date”) and time (the “Option Closing Time”) on and at which such Additional Securities are to timebe 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 five Business Days after the date of delivery of such notice (except to the extent a shorter or longer period shall be agreed to by the Corporation). Subject to the terms of this agreement, during upon the Over-allotment Option Period Lead Underwriter, on behalf of the Underwriters, furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number and type of Additional Securities indicated in the notice. Additional Securities may be purchased by the Underwriters only for the purposes of:
(a) covering purpose of satisfying over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be allotments made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by Offering or for market stabilization purposes.
(2) In the Placing Agent on the Company at any time during event that the Over-allotment Allotment Option Period setting out is exercised in accordance with its terms, the number closing of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise issuance and sale of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such that number and type of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares Additional Securities in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of Underwriters are exercising the Over-Allotment Placing Proceeds Option shall take place at the Option Closing Time at the offices of Gowling WLG (out Canada) LLP or at such other place as may be agreed to by the Underwriters and the Corporation.
(3) At the Option Closing Time, the Corporation shall issue to the Underwriters that number and type of Additional Securities in respect of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from Underwriters are exercising the Over-Allotment Placing Proceeds prior to Option and deposit with CDS or its nominee, if requested by the Underwriters, the Additional Securities electronically through the non-certificated inventory system of CDS against payment of the purchase price therefor by wire transfer or certified cheque payable to the CompanyCorporation or as otherwise directed by the Corporation.
12.4 On (4) Concurrently with the deliveries and payment under paragraph (3), the Corporation shall pay the Underwriting Fee applicable to the Additional Securities in the manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment.
(5) The obligation of the Underwriters to make any payment or delivery contemplated by this Section 16 is subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to conditions set forth in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such noticeSection 15.
Appears in 1 contract
Over Allotment Option. 12.1 On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional shares of Common Stock, representing 15.0% of the Closing Shares sold in the offering from the Company (the “Option Securites”). The purchase price to be paid per Option Share shall be equal to the price per Closing Share set forth in Section 3(a) hereof. The Securities shall be issued directly by the Company hereby grants and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The offering and sale of the Securities is herein referred to as the “Offering”.
(ii) upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent exercisable terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time during in whole, or from time to time in part, on or before the period commencing from forty-fifth (45th) day following the date of this Agreement and ending the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at 4:30 p.m. least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the 3rd Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Securities;
(C) the names and denominations in which the Option Securities are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of this Agreement (“the Over-allotment Allotment Exercise Notice.
(v) Payment for the Option PeriodSecurities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to require the accounts specified by the Company to issue the Underwriter at the offices of Lucosky B▇▇▇▇▇▇▇ LLP. at 11:00 a.m. New York City time on the date specified in the corresponding Over-allotment Option Shares in Allotment Exercise Notice, or at such numbers other place on the same or such other date and to such persons time, not later than the fifth Business Day thereafter, as the Placing Agent Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for the respective accounts of the Underwriter of the Option Securities 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 Securities duly paid by the Company. Delivery of the Option Securities shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its absolute discretion direct, designees at the Placing Price per Over-allotment Option Share.
12.2 closing of the Offering the Underwriter’s Warrant to purchase that number of the Company’s shares of Common Stock equal to 10.0% of the aggregate number of shares of Common Stock sold in the Offering. The Over-allotment Option Underwriter’s Warrant will be exercisable in whole or in part at any time and from time to time, in whole or in part, during the Overperiod commencing six months after the commencement of the sale of the Offering and ending on the fifth anniversary of the commencement of the sale of the Offering, at a price per share equal to 125.0% of the offering price per share of the shares of Common Stock at the Offering. The Underwriter’s Warrant and the shares issuable upon exercise thereof are hereinafter referred to collectively as the “Underwriter’s Securities”. The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares during the 180-allotment Option Period day period after the commencement of sales of the Closing Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the purposes of:
commencement of sales of the Closing Shares in the Offering to anyone other than (aA) covering over-subscriptions an Underwriter or a selected dealer in connection with the PlacingOffering, or (B) a bona fide officer or partner of the Underwriter or selected dealer; and/or
(b) covering overand only if any such transferee agrees to the foregoing lock-allocations which may up restrictions. Delivery of the executed Underwriter’s Warrant shall be made in connection with on the Placing. The Over-allotment Option Closing Date and the Underwriter’s Warrant shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified issued in the written notice above. Payment name or names and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time in such authorized denominations as the Completion of the PlacingUnderwriter may request.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) For the purposes of covering any over-subscriptions allotments in connection with the Placing; and/ordistribution and sale of the Closing Shares, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to _____ shares of Common Stock (the “Option Shares”) at the Share Purchase Price.
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, the Placing Agent shall purchase price to be obliged paid for the Option Shares is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the Share Purchase Price multiplied by the number of Over-allotment Option Shares specified in to be purchased (the written notice above. Payment and delivery shall aggregate purchase price to be simultaneous and time and date of payment and delivery shall be at paid on an Option Closing Date, the same time as the Completion of the Placing“Option Closing Purchase Price”).
12.3 (c) The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of Representative may exercise the Over-Allotment Placing Proceeds Option granted pursuant to this Section 2.2 as to all (out at any time) or any part (from time to time) of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may within thirty (30) days after the Execution Date. An Underwriter will not be reasonably incurred by the Placing Agent in relation under any obligation to purchase any Option Shares prior to the exercise of the Over-allotment Option. Such amounts may be deducted Allotment Option by the Placing Agent from Representative. The Representative may exercise the Over-Allotment Placing Proceeds Option granted hereby by giving oral notice to the Company, which the Representative must confirm in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option 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 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 specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to payment the expiration of the Over-Allotment Option by written notice to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: Underwriting Agreement (Adial Pharmaceuticals, Inc.)
Over Allotment Option. 12.1 (1) The Company hereby grants to the Agents, for the purpose of covering over- allotments, if any, or for market stabilization purposes, the Over-allotment Allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue purchase the Over-allotment Option Shares Allotment Debentures, subject to the prior written approval of the Borrower for a corresponding increase in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at principal amount of the Placing Price per Over-allotment Option Share.
12.2 Omni Investment. The Over-allotment Allotment Option will be is exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during or times on or before 5:00 p.m. (Vancouver time) on the 30th day following the final Closing Date at a price per Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect Allotment Debenture equal to the Over-allotment Option Shares Allotment Debenture Price. For greater certainty, the Agents shall be paid the Agents’ Fee in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars issue and sale of 2% of the any Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation Debentures purchased pursuant to the exercise of the Over-allotment Allotment Option. Such amounts The Agents may be deducted exercise the Over- Allotment Option in whole or in part during the currency thereof by delivering written notice to the Placing Agent from Company (the “Over-Allotment Notice”) specifying the number of Over-Allotment Debentures that the Agents wish to purchase. If the Agents exercise the Over-Allotment Placing Proceeds prior Option, the Agents shall, on the Closing Date, which shall be a date that is not less than two Business Days and not more than five Business Days after the date of the delivery of the Over-Allotment Notice (such day to payment be specified by the Agents in their sole discretion), pay to the CompanyCompany the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency payable to or to the direction of the Company against delivery of one or more certificates in definitive form representing the Over-Allotment Debentures, registered as the Agents direct. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Article 7 relating to Closing) shall apply mutatis mutandis to the Closing of the issuance of any Over-Allotment Debentures pursuant to any exercise of the Over-Allotment Option.
12.4 On and subject (2) 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 is exercisable, appropriate adjustments will be made to the terms of this Agreement, Over-Allotment Debenture Price and to the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Allotment Debentures issuable on exercise thereof such that the Agents are entitled to arrange for the sale of the same number and type of securities that the Agents would have otherwise arranged for had they exercised such Over-Allotment Option Shares as set out in the notice immediately prior to such person(s) as the Placing Agent may request in such noticesubdivision, consolidation, reclassification or change.
Appears in 1 contract
Sources: Agency Agreement
Over Allotment Option. 12.1 (a) The Company hereby grants Agent may exercise the Over-allotment Allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect prior to the Over-allotment Allotment Option Shares Expiry Date by delivery of an Over-Allotment Notice not later than two Business Days prior to exercise, specifying the number of Additional Units in respect of which the Over-allotment Allotment Option has been is being exercised and the Over- Allotment Option Closing Date. The Over-Allotment Option Closing Date shall be determined by the Placing Agent but shall not be earlier than two Business Days or later than seven Business Days after the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars date of 2% delivery of the Over-Allotment Placing Proceeds Notice and, in any event, shall not be earlier than the Closing Date.
(out b) Upon receipt of which an Over-Allotment Notice, the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay become obligated to issue and sell the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for number of Additional Units set out in such Over-allotment Allotment Notice at the Over-Allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred Closing Date in accordance with this Agreement against delivery of payment by the Placing Agent of the aggregate Subscription Price less any amount due pursuant to Sections 16 and 19 hereof (it being understood that the Company shall grant Agent Compensation Options to the Agent in relation respect of any Additional Units issued and sold).
(c) At the Over-Allotment Option Closing Date, the Company shall deliver and the Agent shall have received all of the certificates, opinions, agreements, materials or other documents specified in Sections 12 and 13, as applicable, brought forward to and dated such Over-Allotment Option Closing Date. The issuance and sale of the Additional Units at each Over-Allotment Option Closing Date shall be subject to the accuracy of the representations and warranties of the Company contained in this Agreement as of the Over-Allotment Option Closing Date and the performance by the Company of its obligations as contemplated by this Agreement, in all material respects. For greater certainty, the applicable terms, conditions and provisions of this Agreement (including the provisions of Sections 12 and 13 relating to Closing deliveries unless otherwise agreed to by the Company and the Agent) shall apply mutatis mutandis to the closing of the issuance and sale of the Additional Units pursuant to the exercise of the Over-allotment Over- Allotment Option. Such amounts may be deducted by .
(d) In the Placing Agent from event the Company shall subdivide, consolidate or otherwise change its Common Shares prior to the Over-Allotment Placing Proceeds Option Closing Date, the number of Additional Units into which the Over-Allotment Option is exercisable shall be similarly subdivided, consolidated or changed such that the Agent would be entitled to receive the equivalent of the number of Additional Units that it would have otherwise been entitled to receive had it exercised the Over-Allotment Option prior to payment such subdivision, consolidation or change. The Subscription Price per Additional Unit shall be adjusted accordingly and notice shall be given to the CompanyAgent of such adjustment.
12.4 On (e) The closing of the issuance and subject to sale of the terms Additional Units shall be completed at the offices of this Agreement▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, in Toronto, Ontario, on the Over-Allotment Option Closing Date, or such other place as mutually agreed by the Company hereby undertakes that it will after receipt of and the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such noticeAgent.
Appears in 1 contract
Over Allotment Option. 12.1 (1) The Company hereby grants has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-allotment Allotment Option to purchase the Placing Agent exercisable Additional Shares at any time during the period commencing from the date a price of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price $2.05 per Over-allotment Option Additional Share.
12.2 . The Over-allotment Allotment Option will be is exercisable in whole or in part and part, at the sole discretion of the Underwriters, at any time on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the exercise period thereof by delivering written notice to the Company (the “Over-Allotment Notice”) to that effect and specifying the number of Additional Shares which the Underwriters wish to purchase. Unless otherwise agreed by the Company and the Underwriters, each acting reasonably, the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option Allotment Closing Date shall be exercisable by written notice served by the Placing Agent on the Company at any time during third Business Day after the Over-allotment Option Period setting out Allotment Notice is delivered to the number of Company (but in no event later than 30 days after the Shares as to which the Placing Agent is then exercising Closing Date). The Underwriters shall, on the Over-allotment OptionAllotment Closing Date, pay to the Company the aggregate purchase price for the Additional Shares so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Additional Shares registered in the name of “CDS & Co.” or in such other name as the Underwriters may direct not less than 24 hours prior to the Time of Closing. Upon The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to Closing deliveries) shall apply mutatis mutandis to the issuance of any Additional Shares pursuant to any exercise of the Over-allotment Allotment Option, except as otherwise agreed by the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in Company and the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the PlacingUnderwriters.
12.3 The Company acknowledges and agrees (2) In the event that the amount payable by Company shall subdivide, consolidate, reclassify or otherwise change its outstanding common shares during the Placing Agent to the Company with respect to the Over-allotment Option Shares period in respect of which the Over-allotment Allotment Option has been is exercisable, appropriate adjustments will be made to the offering 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 by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds immediately prior to payment to the Companysuch subdivision, consolidation, reclassification or change.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 The Company hereby grants On the Over-allotment Option basis of the representations, warranties and covenants herein and subject to the Placing Agent exercisable at any time during conditions herein,
(i) the period commencing from Underwriters shall have the date of this Agreement option to purchase, severally and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion directnot jointly, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and part, the Option Shares from time the Company (the “Over-Allotment Option”), in each case, at a price per share equal to time, during the Purchase Price (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-allotment Allotment Option Period and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Shares to the several Underwriters;
(iii) the parties agree that the Underwriters may only exercise the Over-Allotment Option for the purposes of:
(a) purpose of covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be allotments made in connection with the Placingoffering of the Firm Shares.
(iv) The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth day after the Closing Date, by written notice from the Representative to the Company (the “Over-Allotment Exercise Notice”). The Underwriters must give the Over-Allotment Exercise Notice to the Company at least one 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 Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(v) The Over-allotment Option Allotment Exercise Notice shall be exercisable by written notice served by set forth:
(A) the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the aggregate number of the Option Shares as to which the Placing Agent Over-Allotment Option is then exercising being exercised;
(B) the Over-allotment Option. Upon Allotment Option Purchase Price;
(C) the exercise of names and denominations in which the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in are to be registered; and
(D) the written notice above. Payment and delivery shall applicable Additional Closing Date, which may be simultaneous and time and date of payment and delivery shall be at the same date and time as the Completion of Closing Date but shall not be earlier than the Placing.
12.3 The Company acknowledges and agrees that Closing Date nor later than the amount payable by tenth full business day after the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% date of the Over-Allotment Placing Proceeds Exercise Notice.
(out vi) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Representative at the office of which VCL Law LLP at 10:00 a.m., Eastern Time, on the Placing Agent will pay any placing commissions payable to Subdate specified in the corresponding Over-AgentsAllotment Exercise Notice, or at such other place on the same or such other date and time, as the Representative and the Company may agree upon in writing (an “Additional Closing Date”). The Company Option Shares Payment shall pay be made against delivery to the relevant brokerageRepresentative for the respective accounts of the several Underwriters of the Option Shares to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and if required other similar taxes payable in connection with the sale of the Option Shares duly paid by the Stock Exchange, Company. Delivery of the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may shall be reasonably incurred by made through the Placing Agent in relation to facilities of DTC unless the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the CompanyRepresentative shall otherwise instruct.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 2.3.1 The Company Selling Shareholder hereby grants to HSBC an option, exercisable at the sole and absolute discretion by HSBC, to require the Selling Shareholder to sell up to an additional 30,000,000 Shares to such person(s) as HSBC shall direct at the Offer Price (plus the Brokerage, Fee and Levies) per Share, subject to the provisions of Clause 2.3.2.
2.3.2 The exercise of the Over-allotment Option is subject to the Placing Agent exercisable at any time during following provisions:
(i) the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) Shares to require the Company be sold pursuant to issue an exercise of the Over-allotment Option shall be deemed to be International Placing Shares in such numbers and (subject to such persons as the Placing Agent shall rounding by HSBC in its sole and absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:discretion);
(aii) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent up to and including at 5:00 p.m. on the Company at any time during date which is 30 days after the last day for the lodging of applications under the Public Offer;
(iii) the Over-allotment Option Period may be exercised in whole or in part, for any number of times and can be used solely to cover over-allocations in the International Placing;
(iv) the Over-allotment Option may be exercised upon issuance of the Exercise Notice by HSBC to the Selling Shareholder setting out (i) the number of Shares under the Shares Over-allotment Option as to which the Placing Agent HSBC is then exercising the option; (ii) the time and date of payment for and delivery of such Over-allotment Option. Upon the Shares (each such time and date in connection with exercise of the Over-allotment Option, an "OPTION TIME OF DELIVERY"); and (iii) the Placing Agent manner in which the share certificates in respect of such Over-allotment Shares shall be obliged issued;
(v) each Option Time of Delivery shall be determined by HSBC and, unless HSBC and the Selling Shareholder agree in writing, such time and date:
(a) shall not be earlier than two or later than five Business Days after the date of receipt of the relevant Exercise Notice;
(b) shall not be earlier than the Closing Time of Delivery; and
(c) shall not be later than the date which is 30 days after the last time for the lodging of applications under the Public Offer;
(vi) any Over-allotment Shares sold pursuant to this Clause 2.3 shall for all purposes (including underwriting commissions and expenses) be deemed to be delivered under and with the benefit of all rights, representations, warranties and undertakings applying under this Agreement to the International Placing Shares, and HSBC shall, for all such purposes, be deemed to have agreed to procure subscribers purchasers for, or failing which to itself to subscribe as principalpurchase, any such number of Over-allotment Option Shares specified in and the written notice above. Payment and delivery International Placing Underwriting Commitment of HSBC shall be simultaneous and time and date of payment and delivery shall deemed to be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable increased by the Placing Agent number of such Over-allotment Shares;
(vii) to the Company with respect to extent the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerageis not previously exercised, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as they may be reasonably incurred surrendered and terminated at any time upon notice by the Placing Agent in relation HSBC to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the CompanySelling Shareholder.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: International Underwriting Agreement (Nam Tai Electronics Inc)
Over Allotment Option. 12.1 11.1 The Company hereby grants Corporation has granted to the Underwriters the Over-allotment Allotment Option to purchase, severally and not jointly and severally, in accordance with the Placing Agent exercisable at any time during percentages set forth in Section 2.2, the period commencing from Option Units on the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons same terms as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 Class A Restricted Voting Units as described herein. The Over-allotment Allotment Option will be is exercisable in whole or in part part, at any time, and from time to time, during on or before 5:00 p.m. (local time) on the date that is 30 days following the Closing Date. The Lead Underwriters, on behalf of the Underwriters, may exercise the Over-allotment Allotment Option Period for from time to time, in whole or in part, during the purposes of:
currency thereof by delivering written notice to the Corporation (a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The “Over-allotment Allotment Notice”) not later than two Business Days prior to exercise, specifying the number of Option shall be exercisable by written notice served by Units which the Placing Agent on the Company at any time during Underwriters wish to purchase and the Over-allotment Option Period setting out Allotment Closing Date (which date may be the number of same as the Shares as to which Closing Date but not earlier than the Placing Agent is then exercising Closing Date). If the Underwriters exercise the Over-allotment Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Corporation the aggregate purchase price for the Option Units so purchased net of the amount of $0.250 per Option Unit by way of an electronic funds transfer, and the Corporation shall duly issue, register and deliver the Option Units which the Underwriters have purchased to the Lead Underwriters, on behalf of the Underwriters, in the form either of (i) an electronic deposit pursuant to the non-certificated issue system maintained by CDS representing the Option Units to such CDS instant deposit numbers as the Lead Underwriters may advise, or (ii) a physical certificate representing the Treasury Units, in each case registered in the name of CDS & Co. or in such other name or names as the Lead Underwriters may direct the Corporation. Upon The applicable terms, conditions and provisions of this Agreement shall apply mutatis mutandis to the issuance of any Option Units pursuant to any exercise of the Over-allotment Allotment Option, including the Placing Agent shall be obliged delivery to procure subscribers forthe Underwriters of the documents referred to in Sections 12.1(d), or failing which itself to subscribe as principal, such number of 12.1(f) and 12.1(g) dated the Over-allotment Allotment Option Shares specified in the written notice above. Payment Closing Date and delivery shall be simultaneous such other customary closing certificates and time and date of payment and delivery shall be at the same time documents as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company Lead Underwriters may reasonably request with respect to the good standing of the Corporation and other matters related to the sale and issuance of the Option Units, except as otherwise agreed by the Corporation and the Underwriters.
11.2 In the event the Corporation shall subdivide, consolidate or otherwise change its Units or Shares prior to the Over-allotment Allotment Closing Time, the number of Option Shares in respect of Units into which the Over-allotment Allotment Option has is exercisable shall be similarly subdivided, consolidated or changed such that the Underwriters would be entitled to receive the equivalent of the number and type of securities that they would have otherwise been entitled to receive had they exercised the Over- Allotment Option prior to such subdivision, consolidation or change. The subscription price shall be adjusted accordingly and notice shall be given to the Lead Underwriters, on behalf of the Underwriters, of such adjustment. In the event that the Lead Underwriters, on behalf of the Underwriters, shall disagree with the foregoing adjustment, such adjustment shall be determined conclusively by the Placing Agent shall be Corporation’s Auditor at the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the CompanyCorporation’s expense.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: Underwriting Agreement (Alignvest Acquisition Corp)
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may The Underwriters shall not be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at under any time during the Over-allotment Option Period setting out the number obligations to purchase any of the Additional Shares as prior to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Allotment Option. BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. and RBC Dominion Securities Inc., on behalf of the Underwriters, may exercise the Over-Allotment Option, the Placing Agent shall be obliged to procure subscribers forin whole or in part, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and at any time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect prior to the Over-allotment Allotment Option Expiry Date by delivery of written notice to the Corporation of the number of Additional Shares in respect of which the Over-allotment Allotment Option has been is being exercised by and the Placing Agent date for delivery of the Additional Shares (an “Over-Allotment Option Notice”). The Over-Allotment Option Closing Date shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% determined by BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. and RBC Dominion Securities Inc. but shall not be earlier than two Business Days or later than seven Business Days after delivery of the Over-Allotment Placing Proceeds (out of which Option Notice unless the Placing Agent will pay any placing commissions payable to Sub-Agents)parties otherwise agree. The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the Upon exercise of the Over-allotment Option. Such amounts may be deducted by Allotment Option as provided herein, the Placing Agent from Corporation shall become obligated to sell the total number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Placing Proceeds prior Option, to payment to each of the Company.
12.4 On and Underwriters and, subject to the terms of this Agreementand conditions herein set forth, the Company hereby undertakes that it will after receipt each of the notice Underwriters, severally and not jointly, shall become obligated to purchase from the Corporation the same percentage of the total number of the Additional Shares in respect of which the Underwriters are then exercising the Over-Allotment Option as such Underwriter is obligated to purchase of the Firm Shares, as adjusted by the Underwriters, if necessary, in such manner as they deem advisable to avoid fractional Additional Shares. The exercise of the Over-Allotment Option by the Underwriters shall constitute a representation and warranty by the Underwriters that the Additional Shares to be issued pursuant thereto are for purposes of covering the “over-allotment position” (as defined in Applicable Securities Laws) of the Underwriters as at the Closing Date.
(b) The closing of the purchase and sale of the Additional Shares herein provided for, if any, shall be completed at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ at the Over-Allotment Option Closing Time. The obligation of the Underwriters to purchase the Additional Shares shall be conditional on the following being delivered to the Underwriters at or before such time:
(i) one or more definitive certificates representing in the aggregate the Additional Shares registered in the name of BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc., or in such other name or names as the Underwriters shall notify the Corporation in writing not later than 6:30 a.m. (Calgary time) on the Business Day immediately preceding the Over-Allotment Option Closing Date;
(ii) a comfort letter from the Auditors dated the Over-Allotment Option Closing Date and addressed to the Underwriters in form and content satisfactory to the Underwriters bringing the information contained in the comfort letters referred to in Clause 12.2 above paragraph 10(a)(viii) forward to the Over-Allotment Option Closing Time provided that such comfort letters shall be based on a review by the Auditors having a cut-off date not more than two Business Days prior to the Over-Allotment Option Closing Date;
(iii) written confirmation from the Placing Agent duly allot TSX in form and issue such number of substance satisfactory to the Underwriters that the Additional Shares will be listed and posted for trading on the TSX on the Over-allotment Allotment Option Closing Date subject to compliance with post-closing filing requirements;
(iv) the certificates contemplated by Section 10(a)(i) and (ii) dated on the Over-Allotment Option Closing Date; and
(v) the requisite legal opinions, letters and certificates as contemplated herein and such further documentation as may be contemplated herein or as Underwriters’ counsel may reasonably require; against payment by the Underwriters to the Corporation of the aggregate purchase price for the Additional Shares as set out by wire transfer, certified cheque(s) or bank draft(s), in immediately available funds, payable on a same day basis at par in the notice City of Calgary and payment to BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc., on behalf of the Underwriters, by bank draft, certified cheque or wire transfer or such person(s) other means as the Placing Agent Corporation and the Underwriters may request agree, of the fee set forth in Section 2 in respect of the Additional Shares, provided the Underwriters may, in their discretion, deliver the amount payable in respect of the Additional Shares referred to above net of such noticefee.
Appears in 1 contract
Over Allotment Option. 12.1 The On the basis of the representations, 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 Company hereby grants Option Shares from the Company (the “Over-Allotment Option”), at a price per share equal to the Purchase Price (the “Over-Allotment Option Purchase Price”);
1.2.2. upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent exercisable terms and conditions herein, the Company agrees to issue and sell the Option Shares to the Underwriters;
1.2.3. the parties agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares.
1.2.4. The Underwriters may exercise the Over-Allotment Option at any time during in whole, or from time to time in part, on or before the period commencing from 45th day following the date of this Agreement and ending the Final Prospectus, 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 4:30 p.m. 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 3rd Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(i) 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 certificates for the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of this Agreement (“the Over-allotment Allotment Exercise Notice.
(ii) Payment for the Option PeriodShares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to require the accounts specified by the Company to issue the Representative on the date specified in the corresponding Over-allotment 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 in such numbers 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 to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions other similar taxes payable in connection with the Placing; and/or
(b) covering over-allocations which may sale of the Option Shares duly paid by the Company. Delivery of the Option Shares shall be made in connection with through the Placing. The Over-allotment Option facilities of DTC unless the Underwriters shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placingotherwise instruct.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 10.1 The Company hereby grants to the Underwriters the Over-allotment Allotment Option to purchase severally, and not jointly or jointly and severally, in their sole discretion, the Placing Agent exercisable at any time during Additional Shares on the period commencing from terms set forth in the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) Final Prospectus solely to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering cover over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be allotments, if any, and for market stabilization purposes, exercisable by written notice served by not later than the Placing Agent on 30th day following the Company at any time during the Over-allotment Option Period setting out the number Closing Date.
10.2 The notice of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment OptionAllotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, the Placing Agent in whole or in part, shall be obliged given by Desjardins, on behalf of the Underwriters, to procure subscribers for, or failing which itself to subscribe as principal, such the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-allotment Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closing. The Over-Allotment Option Closing Date, which may be the same as the Closing Date but shall in no event be earlier than the Closing Date, shall be not less than two nor more than five Business Days after providing the Over- Allotment Option Notice, as shall be specified in the written notice aboveOver-Allotment Option Notice. Payment The closing of the purchase and delivery sale of any Additional Shares shall be simultaneous completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and time not jointly, or jointly and date severally to purchase the number of payment and delivery shall Additional Shares that bears the same proportion to the total number of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the same time as Closing Time set out in Section 11.1 opposite the Completion name of the Placingsuch Underwriter.
12.3 The 10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company acknowledges and agrees that the amount payable by the Placing Agent shall deliver to the Company Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the Over-allotment Option Shares items in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission sections 5.1(i), (j), (k) and (n), in HK dollars of 2% of each case dated the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerageOption Closing Date, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for together with such Over-allotment Option Shares and such out-of-pocket and other expenses further documentation as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) contemplated herein or as the Placing Agent Underwriters or any Governmental Authority may request in reasonably require; and
(ii) such noticeother items as the Underwriters may reasonably require.
Appears in 1 contract
Over Allotment Option. 12.1 The On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriter shall have the option to purchase the Option Shares from the Company hereby grants (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent exercisable terms and conditions herein, the Company agrees to issue and sell the Option Shares to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time during in whole, or from time to time in part, on or before the period commencing from forty-fifth (45th) day following the date of this Agreement and ending the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at 4:30 p.m. 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 3rd Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the Over-Allotment Option Purchase Price;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, 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 this Agreement (“the Over-allotment Allotment Exercise Notice.
(v) Payment for the Option PeriodShares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at 10:00 a.m. ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth 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 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.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the offering warrants (the “Underwriter’s Warrant”) to require purchase that number of Company’s Ordinary Shares equal to 10.0% of the Company to issue aggregate number of Ordinary Shares sold in the Over-allotment Option Shares in such numbers and to such persons as offering (excluding the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 overallotment option). The Over-allotment Option Underwriter’s Warrant will be exercisable in whole or in part at any time and from time to time, in whole or in part, during the Overten month period commencing six months from the commencement of sales of the public offering, at a price per share equal to 125.0% of the Public Offering Price per Ordinary Share at the offering. The Underwriter’s Warrant and the shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares during the 180-allotment Option Period day period after the commencement of sales of the public offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the purposes of:
commencement of sales of the public offering to anyone other than (aA) covering over-subscriptions the Underwriter or a selected dealer in connection with the PlacingOffering, or (B) a bona fide officer or partner of the Underwriter; and/or
(b) covering overand only if any such transferee agrees to the foregoing lock-allocations which may up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made in connection with on the Placing. The Over-allotment Option Closing Date and the Underwriter’s Warrant shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified issued in the written notice above. Payment name or names and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time in such authorized denominations as the Completion of the PlacingUnderwriter may request.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 The On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company hereby grants (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent terms and conditions herein, the Company agrees to issue and sell the Option Shares to the several Underwriters;
(iii) The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Representative to the Company (the “Over-Allotment Exercise Notice”). The Underwriters must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the Over-Allotment Option Purchase Price;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Representative at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [5:00] [p.m.] Eastern Time 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 Representative and the Company may agree upon in writing (an “Additional Closing Date”). The Option Shares Payment shall be made against delivery to the Representative for the respective accounts of the several Underwriters 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.
(vi) As additional compensation for the Representative’s services, the Company shall issue to the Representative or its designees at the closing of the Offering warrants (the “Representative’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of ordinary shares sold in the Offering. The Representative’s Warrant will be exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, in whole or in part, during the Overperiod commencing six months from the commencement of sales of the Firm Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Ordinary Share in the Offering. The Representative’s Warrant and the Ordinary shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Representative’s Securities.” The Representative understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the underlying Ordinary Shares during the 180-allotment Option Period day period after the commencement of sales of the Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Representative's Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the purposes of:
commencement of sales of the public offering to anyone other than (aA) covering over-subscriptions an Underwriter or a selected dealer in connection with the PlacingOffering, or (B) a bona fide officer or partner of one of the Representative or of any such Underwriter or selected dealer; and/or
(b) covering overand only if any such transferee agrees to the foregoing lock-allocations which may up restrictions. Delivery of the executed Representative’s Warrant Agreement shall be made in connection with on the Placing. The Over-allotment Option Closing Date and the Representative’s Warrant shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified issued in the written notice above. Payment name or names and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time in such authorized denominations as the Completion of the PlacingRepresentative may request.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 The Company (a) For the purposes of covering any over-allotments, the Underwriter is hereby grants granted an option (the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option PeriodAllotment Option”) to require purchase, in the Company aggregate, up to issue 2,971,014 additional Ordinary Shares (the “Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option ShareAllotment Shares”).
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, the Placing Agent shall purchase price to be obliged paid for the Over-Allotment Shares is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the Ordinary Share Purchase Price multiplied by the number of Over-allotment Option Allotment Shares specified in to be purchased (the written notice above. Payment and delivery shall purchase price to be simultaneous and time and date of payment and delivery shall be at paid on an Over-Allotment Closing Date, the same time as the Completion of the Placing“Over-Allotment Closing Purchase Price”).
12.3 (c) The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Allotment Option Shares in respect of which the Over-allotment Option has been granted pursuant to this Section 2.2 may be exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% Underwriter as to all (at any time) or any part (from time to time) of the Over-Allotment Placing Proceeds (out Shares for 45 days after the closing of which the Placing Agent Offering. An Underwriter will pay not be under any placing commissions payable obligation to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such purchase any Over-allotment Option Allotment Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation prior to the exercise of the Over-allotment OptionAllotment Option by the Underwriter. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent giving of oral notice to the Company from the Underwriter, which must be confirmed in writing by overnight mail, email or facsimile or other electronic transmission setting forth the number of Over-Allotment Shares to be purchased and the date and time for delivery of and payment for such Over-Allotment Shares (each, an “Over-Allotment Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Underwriter, at the offices of 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 Underwriter. If such delivery and payment for the Over-Allotment Placing Proceeds Shares does not occur on the Closing Date, each Over-Allotment Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriter, and, subject to the terms and conditions set forth herein, the Underwriter will become obligated to purchase, the number of Over-Allotment Shares specified in such notice. The Underwriter may cancel the Over-Allotment Option at any time prior to payment the expiration of the Over- Allotment Option by written notice to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: Underwriting Agreement (China SXT Pharmaceuticals, Inc.)
Over Allotment Option. 12.1 The Company hereby grants On the Over-allotment Option basis of the representations, warranties and covenants herein and subject to the Placing Agent exercisable at any time during conditions herein,
(i) the period commencing from Underwriters shall have the date of this Agreement option to purchase, severally and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion directnot jointly, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and from time to time, during payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-allotment Allotment Option Period and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Shares to the several Underwriters;
(iii) the parties agree that the Underwriters may only exercise the Over-Allotment Option for the purposes of:
(a) purpose of covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be allotments made in connection with the Placingoffering of the Firm Shares.
(iv) The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth day after Closing Date, by written notice from the Representative to the Company (the “Over-Allotment Exercise Notice”). The Underwriters must give the Over-Allotment Exercise Notice to the Company at least one 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 Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(v) The Over-allotment Option Allotment Exercise Notice shall be exercisable by written notice served by set forth:
(A) the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the aggregate number of the Option Shares as to which the Placing Agent Over-Allotment Option is then exercising being exercised;
(B) the Over-allotment Option. Upon Allotment Option Purchase Price;
(C) the exercise of names and denominations in which the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in are to be registered; and
(D) the written notice above. Payment and delivery shall applicable Additional Closing Date, which may be simultaneous and time and date of payment and delivery shall be at the same date and time as the Completion of Closing Date but shall not be earlier than the Placing.
12.3 The Company acknowledges and agrees that Closing Date nor later than the amount payable by tenth full business day after the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% date of the Over-Allotment Placing Proceeds Exercise Notice.
(out vi) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Representative at the office of which H▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Li LLC at 10:00 a.m., Eastern Time, on the Placing Agent will pay any placing commissions payable to Subdate specified in the corresponding Over-AgentsAllotment Exercise Notice, or at such other place on the same or such other date and time, as the Representative and the Company may agree upon in writing (an “Additional Closing Date”). The Company Option Shares Payment shall pay be made against delivery to the relevant brokerageRepresentative for the respective accounts of the several Underwriters of the Option Shares to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and if required other similar taxes payable in connection with the sale of the Option Shares duly paid by the Stock Exchange, Company. Delivery of the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may shall be reasonably incurred by made through the Placing Agent in relation to facilities of DTC unless the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the CompanyRepresentative shall otherwise instruct.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 The In addition, on the basis of the --------------------- representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Bank Trust and the Company hereby grants the Over-allotment Option grant to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. Fund an option to purchase an additional 28,000 shares ("Option Shares") of the 3rd Business Day Fund Purchased Securities which have a liquidation value (as provided in the Trust Agreement) of $25 per share ($700,000 in the aggregate) at a purchase price of $25.00 per share ($700,000 in the aggregate). The option granted hereby may be exercised in whole or in part (if in part, subject to a maximum of one exercise) upon written notice given within 30 days after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out forth the number of the Option Shares as to which the Placing Agent Fund is then exercising the Over-allotment Option. Upon option and the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment at which the certificate is to be delivered, but may be exercised only if and delivery shall be at the same time and to the same extent as the Completion Underwriters exercise their over-allotment option under the Underwriting Agreement and further limited to the Company's pro rata share of the Placing.
12.3 The Company acknowledges and agrees that the amount payable over- allotment option exercised by the Placing Agent Underwriters pursuant to the Company Underwriting Agreement based upon the Company's pro rata share of the Offering. The time and date at which certificates for Option Shares are to be delivered shall be the same date as the Option Closing Date under the Underwriting Agreement. If the date of exercise of the option is three or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the OverOption Shares granted hereunder may be exercised only to cover the over-allotment option granted to the Underwriters pursuant to the Underwriting Agreement in connection with the sale of Fund Shares in the Offering. The Fund may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Bank Trust and the Company. To the extent, if any, that the option is exercised, payment for the Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be made on the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% Closing Date by wire transfer to the order of the Over-Allotment Placing Proceeds (out Company against delivery of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Companycertificates therefor.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: Trust Preferred Purchase Agreement (Sal Trust Preferred Fund I)
Over Allotment Option. 12.1 On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares, representing 15.0% of the Ordinary Shares sold in the offering from the Company (the “Option Shares” as applicable). The Company hereby grants purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 3(a) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares. The offering and sale of the Securities is herein referred to as the “Offering”.
(ii) upon an exercise of the Over-Allotment Option and subject to the Placing Agent exercisable terms and conditions herein, the Company agrees to issue and sell the Option Shares to the Underwriter;
(iii) the Underwriter may exercise the Over-Allotment Option at any time during in whole, or from time to time in part, on or before the period commencing from forty-fifth (45th) day following the date of this Agreement and ending the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at 4:30 p.m. least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the 3rd Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) the Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the purchase price for the Option Shares;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of this Agreement (“the Over-allotment Allotment Exercise Notice.
(v) Payment for the Option PeriodShares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [10:00] [a.m.] ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth 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.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to require purchase that number of the Company Company’s Ordinary Shares equal to issue 2.0% of the Over-allotment Option aggregate number of Ordinary Shares sold in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 Offering. The Over-allotment Option Underwriter’s Warrant will be exercisable in whole or in part at any time and from time to time, in whole or in part, during the Overperiod commencing six months from the commencement of sales in the Offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the Public Offering Price per Ordinary Shares at the Offering. The Underwriter’s Warrant and the shares issuable upon exercise thereof (the “Underlying Shares”) are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares during the 180-allotment Option Period day period after the commencement of sales of the Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the purposes of:
commencement of sales of the Firm Shares in the Offering to anyone other than (aA) covering over-subscriptions an Underwriter or a selected dealer in connection with the PlacingOffering, or (B) a bona fide officer or partner of the Underwriter or selected dealer; and/or
(b) covering overand only if any such transferee agrees to the foregoing lock-allocations which may up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made in connection with on the Placing. The Over-allotment Option Closing Date and the Underwriter’s Warrant shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified issued in the written notice above. Payment name or names and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time in such authorized denominations as the Completion of the PlacingUnderwriter may request.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Sources: Underwriting Agreement (XJet Ltd.)
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) For the purposes of covering any over-subscriptions allotments in connection with the Placing; and/ordistribution and sale of the Closing Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____]1 Common Shares (the “Option Shares”) at the Share Purchase Price.
(b) covering over-allocations which may The purchase price for one Option Share shall be made in $[_____] per Closing Share (representing an underwriting discount of 10% to the public offering price) (the “Option Share Purchase Price”). In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, the Placing Agent shall purchase price to be obliged paid for any Option Shares is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-allotment Allotment Option Shares specified in the written notice above. Payment and delivery shall granted pursuant to this Section 2.2 may be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be Representative as to all (at any time) or any part (from time to time) of the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of within forty-five (45) days after the Over-Allotment Placing Proceeds (out of which the Placing Agent Execution Date. An Underwriter will pay not be under any placing commissions payable obligation to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment purchase any Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than one (1) full Business 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 electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option 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 Placing Proceeds prior Option, the Company will become obligated to payment convey to the Company.
12.4 On and Underwriters, and, subject to the terms of this Agreementand conditions set forth herein, the Company hereby undertakes that it Underwriters will after receipt of become obligated to purchase, the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request 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 15% of the Closing Shares
Appears in 1 contract
Over Allotment Option. 12.1 (a) The Company hereby grants Lead Agent, on behalf of the Agents, may exercise the Over-allotment Allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during time prior to the Over-allotment Allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable Expiry Date by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise delivery of the Over-allotment OptionAllotment Notice not later than two Business Days prior to exercise, specifying the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares Additional Units or Additional Warrants in respect of which the Over-allotment Allotment Option has been is being exercised and the Over-Allotment Closing Date, and the amount, determined as at the closing of the Offering, by which the aggregate number of Units that were sold by the Placing Agent Agents exceeds the maximum Offering of Units. The Over-Allotment Option Closing Date shall be determined by the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars Lead Agents but shall not be earlier than two Business Days or later than seven Business Days after the date of 2% delivery of the Over-Allotment Placing Proceeds Notice and, in any event, shall not be earlier than the Closing Date.
(b) Upon receipt of an Over-Allotment Notice of the Agents, the Corporation shall become obligated to sell the number of Additional Units or Additional Warrants, as applicable, set out in the Over-Allotment Notice at the Over-Allotment Closing Time in accordance with this Agreement and the Securities Laws and U.S. Securities Laws, as applicable, against delivery of which payment by the Placing Agent will pay any placing commissions Lead Agent, on behalf of the Agents, of the purchase price for such Additional Units or Additional Warrants by wire transfer or other similar payment mechanism payable to Subthe order of the Corporation in Canadian funds, less the amount of the Agents’ Fee with respect to the Additional Units or Additional Warrants (it being understood that the Corporation shall issue Compensation Options to the Agents in respect of any Additional Units issued and in respect of any Additional Warrants issued) and the Agents’ applicable expenses relating to the Over-AgentsAllotment Option (in accordance with section 19 of this Agreement).
(c) At the Over-Allotment Option Closing Time, the Corporation shall deliver and the Agents shall have received all of the certificates, opinions, agreements, materials or other documents specified in section 11 hereof brought forward to and dated the Over-Allotment Option Closing Date. The Company purchase of the Additional Securities at each Over-Allotment Option Closing Time shall pay be subject to the relevant brokerage, accuracy of the representations and if required warranties of the Corporation contained in this Agreement as of the Over-Allotment Option Closing Time and the performance by the Stock ExchangeCorporation of its obligations as contemplated by this Agreement, in all material respects, including section 9 hereof. For greater certainty, the SFC Transaction levyapplicable terms, Stock Exchange trading fee conditions and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred provisions of this Agreement (including, without limitation, the provisions of section 11 relating to Closing deliveries unless otherwise agreed to by the Placing Agent in relation Corporation and the Agents) shall apply mutatis mutandis to the closing of the issuance of any Additional Units and/or Additional Warrants pursuant to any exercise of the Over-allotment Allotment Option. Such amounts may be deducted by .
(d) In the Placing Agent from event the Corporation shall subdivide, consolidate or otherwise change its Common Shares prior to the Over-Allotment Placing Proceeds Option Closing Time, the number of Additional Securities into which the Over-Allotment Option is exercisable shall be similarly subdivided, consolidated or changed such that the Agents would be entitled to receive the equivalent of the number and type of securities that they would have otherwise been entitled to receive had they exercised the Over-Allotment Option prior to payment such subdivision, consolidation or change. The subscription price per Additional Unit and/or Additional Warrant shall be adjusted accordingly and notice shall be given to the CompanyLead Agents of such adjustment. In the event that the Lead Agents, on behalf of the Agents, shall disagree with the foregoing adjustment, such adjustment shall be determined conclusively by the Corporation’s auditors at the Corporation’s expense.
12.4 On (e) The closing of the purchase and subject sale of the Additional Units shall be completed at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, in Montreal at the Over-Allotment Option Closing Time, or such other place as mutually agreed by the Corporation and Lead Agent; provided always that any physical certificates representing securities or cheques delivered to the terms Agents shall be delivered at the offices of this Agreementlegal counsel to the Agents in Toronto, Ontario at the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such noticeClosing Time.
Appears in 1 contract
Over Allotment Option. 12.1 The On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
1.2.1. the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company hereby grants (the “Over-Allotment Option”), at a price per share equal to the Purchase Price (the “Over-Allotment Option Purchase Price”);
1.2.2. upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent exercisable terms and conditions herein, the Company agrees to issue and sell the Option Shares to the several Underwriters;
1.2.3. the parties agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares.
1.2.4. The Underwriters may exercise the Over-Allotment Option at any time during in whole, or from time to time in part, on or before the period commencing from 45th day following the date of this Agreement and ending the Final Prospectus, 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 4:30 p.m. least three (3) 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 3rd Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(i) 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, 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 this Agreement (“the Over-allotment Allotment Exercise Notice.
(ii) Payment for the Option PeriodShares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to require the accounts specified by the Company to issue the Representative on the date specified in the corresponding Over-allotment 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 Representative and the Company may agree upon in writing (an “Additional Closing Date”). The Option Shares in such numbers and Payment shall be made against delivery to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period Representative for the purposes of:
(a) covering over-subscriptions respective accounts of the several Underwriters 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 Placing; and/or
(b) covering over-allocations which may sale of the Option Shares duly paid by the Company. Delivery of the Option Shares shall be made in connection with through the Placing. The Over-allotment Option facilities of DTC unless the Representative shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placingotherwise instruct.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 (1) The Company hereby grants the Over-allotment Allotment Option to may be exercised by the Placing Agent exercisable Lead Underwriter, on behalf of the Underwriters, at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during in whole or in part, by delivering notice to the Over-allotment Option Period for the purposes of:
Company not later than 12:00 noon (aEastern time) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during 30th day after the Over-allotment Option Period setting out Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “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 two Business days nor later than three Business days after the date of delivery of such notice (except to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent extent a shorter or longer period shall be obliged agreed to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-AgentsCompany). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject 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 21, and the Company hereby undertakes 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 it will after receipt the Over-Allotment Option is exercised in accordance with its terms, the closing of the notice referred to in Clause 12.2 above from the Placing Agent duly allot issuance and issue such 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 electronically or as may be otherwise agreed to by the Underwriters and the Company.
(3) At the Option Closing Time, the Company shall issue to the Underwriters that number of Additional Shares in respect of which the Underwriters are exercising the Over-allotment Allotment Option and deposit with CDS or its nominee, if requested by the Lead Underwriter, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of the Offering Price per Additional Share by wire transfer or certified cheque payable to the Company or as set out otherwise directed by the Company.
(4) Concurrently with the deliveries and payment under paragraph (3), the Company shall pay the Underwriting Commission applicable to the Additional Shares in the notice manner provided in the ninth paragraph of this Agreement against delivery of a receipt for that payment.
(5) The obligation of the Underwriters to such person(s) as make any payment or delivery contemplated by this Section 15 is subject to the Placing Agent may request conditions set forth in such noticeSection 14.
Appears in 1 contract
Over Allotment Option. 12.1 The On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriter shall have the option to purchase the Option Shares from the Company hereby grants (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-allotment Allotment Option and subject to the Placing Agent terms and conditions herein, the Company agrees to issue and sell the Option Shares to the Underwriter;
(iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the Closing Date, 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 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, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Shares (the ”Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at 11:00 a.m. Eastern Time 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 its account 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.
(vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the offering warrants (the ”Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares included in the Firm Shares sold in the offering (excluding any Ordinary Shares sold through the exercise of the over-allotment option). The Underwriter’s Warrant will be exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, in whole or in part, during the Overperiod commencing six months from the commencement of sales of the Firm Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the Public Offering Price at the offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the ”Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-allotment Option Period day period after the commencement of sales of the Firm Shares in the offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the purposes of:
commencement of sales of the public offering to anyone other than (aA) covering over-subscriptions the Underwriter or a selected dealer in connection with the Placingoffering, or (B) a bona fide officer or partner of the Underwriter; and/or
(b) covering overand only if any such transferee agrees to the foregoing lock-allocations which may up restrictions. Delivery of the executed Underwriter’s Warrant shall be made in connection with on the Placing. The Over-allotment Option Closing Date and the Underwriter’s Warrant shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified issued in the written notice above. Payment name or names and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time in such authorized denominations as the Completion of the PlacingUnderwriter may request.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1 (a) The Company hereby grants to the Agents, for the purpose of covering over-allotments (if any), the Over-allotment Allotment Option to arrange for the Placing Agent exercisable at any time during the period commencing from the date of this Agreement purchase and ending at 4:30 p.m. sale of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 Additional Units. The Over-allotment Allotment Option will be is exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during or times on or before 5:00 p.m. (Toronto time) on the Over-allotment Option Period setting out 30th day following the number Closing Date at a price per Additional Unit equal to $0.40. For greater certainty, the Agents shall be paid the Agency Fee (as described in Section 2(d) hereof) in respect of the Shares as issue and sale of any Additional Units purchased and sold pursuant to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Allotment Option. The Co-Lead Agents, on their own behalf and on behalf of the Placing Agent shall be obliged to procure subscribers forAgents, or failing which itself to subscribe as principal, such number of may exercise the Over-allotment Allotment Option Shares specified in whole or in part during the currency thereof by delivering written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to (the “Over-allotment Option Shares Allotment Notice”) specifying the number of Additional Units in respect of which the Over-allotment Allotment Option has been exercised by is then being exercised. If the Placing Agent Agents exercise the Over-Allotment Option, the Agents shall, on the closing date for the issuance and sale of the Additional Units, which shall be a date that is not less than two business days and not more than five business days after the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% date of the Over-Allotment Placing Proceeds Notice (out such day to be specified by the Agents in their sole discretion), pay to the Company the aggregate purchase price for the Additional Units by wire transfer, certified cheque or bank draft in United States currency payable at par in Vancouver, British Columbia against delivery of which the Placing Agent will pay any placing commissions payable to SubAdditional Units (in either certificated and/or non-Agentscertificated form), registered as the Co-Lead Agents direct. The Company shall pay the relevant brokerageapplicable terms, conditions and if required by the Stock Exchangeprovisions of this Agreement (including, without limitation, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation provisions of section 5 relating to closing deliveries) shall apply mutatis mutandis to the closing of the issuance of any Additional Units pursuant to any exercise of the Over-allotment Option. Such amounts may be deducted by Allotment Option and to the Placing Agent from Additional Units.
(b) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Stock during the period in which the Over-Allotment Placing Proceeds Option is exercisable, appropriate adjustments will be made to the issue price of Additional Units and to the number of Additional Units issuable on exercise thereof such that the Agents are entitled to arrange for the sale of the same number and type of securities that the Agents would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to payment to such subdivision, consolidation, reclassification or change. If the Company.
12.4 On and subject to foregoing correctly sets forth your understanding, please so indicate in the terms of space provided below for that purpose, whereupon this Agreementletter shall constitute a binding agreement among us. Very truly yours, the Company hereby undertakes that it will after receipt SILVER BULL RESOURCES, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: President & CEO Accepted as of the notice referred to in Clause 12.2 date first above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such noticewritten By: /s/ ▇.▇. ▇▇▇▇▇▇▇ Name: ▇.▇. ▇▇▇▇▇▇▇ Title: Vice President, Investment Banking, Mining By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director PI Financial Corp. 55% ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Canada Inc.. 30% ▇▇▇▇ Capital Partners 15% Total 100%
Appears in 1 contract
Sources: Placement Agency Agreement (Silver Bull Resources, Inc.)
Over Allotment Option. 12.1 The Company (a) For the purposes of covering any over-allotments, the Representative is hereby grants granted an option (the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option PeriodAllotment Option”) to require purchase, in the Company aggregate, up to issue 488,765 additional ADSs (the Over-allotment “Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option ShareADSs”).
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, the Placing Agent shall purchase price to be obliged paid for the Option ADSs is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the ADS Purchase Price multiplied by the number of Option ADSs to be purchased (the purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-allotment Allotment Option Shares specified in the written notice above. Payment and delivery shall granted pursuant to this Section 2.2 may be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% Representative as to all (at any time) or any part (from time to time) of the OverOption ADSs for 45 days after the closing of the Offering (but not to close after March 30, 2021, unless the Company has filed its Annual Report on Form 20-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-AgentsF by that day). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment An Underwriter will not be under any obligation to purchase any Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation ADSs prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent 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 ADSs to be purchased and the date and time for delivery of and payment for such Option 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 Representative, at the offices of SRF or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option 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 Placing Proceeds 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 ADSs specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to payment the expiration of the Over- Allotment Option by written notice to the Company.
12.4 On and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such notice.
Appears in 1 contract
Over Allotment Option. 12.1
(1) The Company hereby grants to the Underwriter the Over-allotment Allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion directpurchase additional Units, at the Placing Price per Offering Price, up to an aggregate of 1,500,000 Offered Units (the "Over-allotment Option Allotment Units") as is equal to fifteen percent (15%) of the aggregate number of Offered Units issued pursuant to the Offering (the "Over- Allotment Option"). Each Over-Allotment Unit is comprised of one Unit Share (an "Over-Allotment Unit Share") and one Unit Warrant (an "Over-Allotment Unit Warrant"), and the terms of such Over-Allotment Unit Shares and Over-Allotment Unit Warrants shall be the same as those Unit Shares and Unit Warrants, respectively, comprising the Offered Units.
12.2 (2) The Over-allotment Allotment Option will may be exercisable exercised, in whole or in part part, and from time to time prior to its expiry in accordance with the provisions of this Underwriting Agreement, by the Underwriter, by delivering written notice of exercise to the Company, which notice must be received by the Company not later than 5:00 p.m. (Vancouver time) on the date that is thirty (30) days after the Closing Date, during the Over-allotment Option Period for the purposes of:
such notice to set forth: (a) covering overthe aggregate number of Over-subscriptions in connection with Allotment Units to be purchased by the PlacingUnderwriter; and/or
and (b) covering overthe closing date for the purchase of Over-allocations which Allotment Units (the "Over-Allotment Closing Date"), provided that such closing date shall not be less than three (3) Business Days and no more than seven (7) Business Days following the date of such notice. Upon the furnishing of the notice, the Underwriter shall be committed to purchase the Over- Allotment Units and the Company shall be committed to issue and sell in accordance with and subject to the provisions of this Underwriting Agreement, the number of Over-Allotment Units indicated in the notice. Over-Allotment Units may be purchased by the Underwriter only for the purpose of satisfying over- allotments made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by distribution of the Placing Agent on Offered Units and for market stabilization purposes permitted pursuant to Canadian Securities Laws.
(3) In the Company at any time during event that the Over-allotment Allotment Option Period setting out is exercised in accordance with its terms, the closing of the issuance and sale of that number of the Shares as to Over-Allotment Units in respect of which the Placing Agent Underwriter is then exercising the Over-allotment Option. Upon Allotment Option shall take place electronically or as may be otherwise agreed to by the Underwriter and the Company at 8:30 a.m. (Toronto time) on the applicable Over-Allotment Closing Date or at such other time on the Over-Allotment Closing Date as may be agreed upon in writing by the Company and the Underwriter (the "Over-Allotment Closing Time").
(4) At the Over-Allotment Closing Time, if any, for the exercise of the Over-allotment Allotment Option, subject to the Placing Agent terms and conditions contained in this Underwriting Agreement, the Company shall be obliged deliver to procure subscribers for, the Underwriter a certificate or failing which itself to subscribe as principal, such number certificates (or electronic evidence of non-certificated issuance) representing Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of Allotment Units against payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount aggregate Offering Price therefor by wire transfer on such Over-Allotment Closing Date payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of or if requested, utilize CDS. The Company will, at the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerageClosing Time, and if required upon such payment of the aggregate Offering Price for the Over- Allotment Units to the Company, make payment in full of the Underwriting Fee which shall be made by the Stock Exchange, Company directing the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by Underwriter to withhold the Placing Agent in relation to Underwriting Fee from the exercise payment of the Over-allotment Optionaggregate Offering Price therefor. Such amounts may be deducted by the Placing Agent from Certificates representing the Over-Allotment Placing Proceeds Units shall be registered in such names as the Underwriter may request provided such request is made two (2) Business Days prior to payment to the Companyan Over- Allotment Closing Date.
12.4 On and (5) The obligation of the Underwriter to make any payment or delivery contemplated by this Section 16 is subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt satisfaction of the notice referred to conditions set forth in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request in such noticeSection 15.
Appears in 1 contract
Sources: Underwriting Agreement
Over Allotment Option. 12.1 The Company For the sole purpose of covering the Underwriter’s over-allotment position, the Corporation hereby grants to the Underwriters the Over-allotment Allotment Option to the Placing Agent exercisable purchase at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Overtheir-allotment Option Period”) sole discretion up to require the Company to issue the Over-allotment 2,265,000 Option Shares in such numbers to be offered and to such persons sold as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 contemplated hereunder. The Over-allotment Allotment Option will be is exercisable in whole or in part at any time for a period of 30 days from and from time to timeincluding the Closing Time at a price of $5.65 per Option Share, during having an aggregate purchase price of $12,797,250 (assuming the Over-allotment Allotment Option Period for is exercised in full), which is payable at the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during date of closing of the Over-allotment Allotment Option Period setting out (the number of the Shares as to which the Placing Agent is then exercising the “Over-allotment OptionAllotment Closing Date”). Upon The Underwriters will be paid a fee (the “Over-Allotment Fee”) equal to $0.2260 for each Option Share purchased on exercise of the Over-allotment Allotment Option. Scotia, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion on behalf of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to Underwriters, may exercise the Over-allotment Allotment Option in whole or in part during the currency thereof by delivering written notice to the Corporation, specifying the aggregate number of Option Shares in respect of the Underwriters wish to purchase, which the Over-allotment Option has been exercised by the Placing Agent notice shall be delivered at least 48 hours prior to the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% date of the Over-Allotment Placing Proceeds Closing (out or such earlier time as the Corporation and Scotia, on behalf of which the Placing Agent will pay any placing commissions payable to Sub-AgentsUnderwriters, may agree). The Company shall If the Underwriters exercise the Over-Allotment Option as aforesaid, the Underwriters shall, at the Over-Allotment Closing, pay to the relevant brokerageCorporation, and if required the purchase price for the Option Shares sold by each against delivery to Scotia, on behalf of the Underwriters, of: (i) certificates in definitive form evidencing the Option Shares to be purchased by the Stock ExchangeUnderwriters from the Corporation registered as directed by Scotia, on behalf of the SFC Transaction levy, Stock Exchange trading fee Underwriters; and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred (ii) payment by the Placing Agent in relation Corporation to Scotia, on behalf of the exercise Underwriters, of the Over-allotment OptionAllotment Fee relating to the Option Shares. Such amounts may be deducted by Notwithstanding the Placing Agent from foregoing, in all other respects, the applicable terms, conditions and provisions of this agreement shall apply to the Over-Allotment Placing Proceeds prior to payment to Closing and the Company.
12.4 On and subject to the terms Option Shares. The time of this Agreement, the Company hereby undertakes that it will after receipt closing of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Allotment Option Shares as set out in (the notice to “Over-Allotment Closing Time”) will be at 8:00 a.m. (Toronto time) on the Over-Allotment Closing Date, or such person(s) other time as the Placing Agent Corporation and Underwriters may request in such noticeagree.
Appears in 1 contract
Sources: Underwriting Agreement (Algonquin Power & Utilities Corp.)
Over Allotment Option. 12.1 The Company hereby grants the Over-allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during the Over-allotment Option Period for the purposes of:
(a) For the purposes of covering any over-subscriptions allotments, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in connection with the Placing; and/oraggregate, up to [] additional Units (the “Over-Allotment Units”).
(b) covering over-allocations which may be made in In connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the number of the Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the an exercise of the Over-allotment Allotment Option, the Placing Agent shall purchase price to be obliged paid for the Over-Allotment Units is equal to procure subscribers for, or failing which itself to subscribe as principal, such the product of the Unit Purchase Price multiplied by the number of Over-allotment Option Shares specified in Allotment Units to be purchased (the written notice above. Payment and delivery shall purchase price to be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the paid on an Over-allotment Option Shares in respect of which Allotment Closing Date, the “Over-allotment Allotment Closing Purchase Price”).
(c) The Over-Allotment Option has been granted pursuant to this Section 2.2 may be exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% Representative as to all (at any time) or any part (from time to time) of the Over-Allotment Placing Proceeds (out Units for 45 days after the closing of which the Placing Agent Offering. An Underwriter will pay not be under any placing commissions payable obligation to Sub-Agents). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such purchase any Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation Allotment Units prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. Such amounts The Over-Allotment Option granted hereby may be deducted exercised by the Placing Agent giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, email or facsimile or other electronic transmission setting forth the number of Over-Allotment Units to be purchased and the date and time for delivery of and payment for such Over-Allotment Units (each, an “Over-Allotment Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of 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 Over-Allotment Placing Proceeds prior Units does not occur on the Closing Date, each Over-Allotment Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to payment convey to the Company.
12.4 On and Underwriters, and, subject to the terms of this Agreementand conditions set forth herein, the Company hereby undertakes that it Underwriters will after receipt of become obligated to purchase, the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in the notice to such person(s) as the Placing Agent may request Allotment Units 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.
(d) The Firm Units and the Option Units are hereinafter collectively referred to as the “Offered Units”, and the Offered Units, the Ordinary Shares and the Warrants included in the Offered Units, and the ordinary shares issuable upon exercise of the Warrants, are hereinafter referred to collectively as the “Securities”.
Appears in 1 contract
Sources: Underwriting Agreement (China Xiangtai Food Co., Ltd.)
Over Allotment Option. 12.1 (1) The Company hereby grants the Over-allotment Allotment Option to may be exercised by the Placing Agent exercisable Underwriters at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during in whole or in part, by delivering notice to the Over-allotment Option Period for the purposes of:
Corporation not later than 5:00 p.m. (aEastern time) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during 30th day after the Over-allotment Option Period setting out Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “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 two Business Days nor later than three Business Days after the date of delivery of such notice (except to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent extent a shorter or longer period shall be obliged agreed to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-AgentsCorporation). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject Subject to the terms of this Agreement, upon the Company hereby undertakes Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 21, and the Corporation 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 it will after receipt the Over-Allotment Option is exercised in accordance with its terms, the closing of the notice referred to in Clause 12.2 above from the Placing Agent duly allot issuance and issue such sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-allotment Allotment Option shall take place at the Option Closing Time electronically or as may be otherwise agreed to by the Underwriters and the Corporation.
(3) At the Option Closing Time, the Corporation shall issue to the Underwriters that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option and deposit with CDS or its nominee, if requested by the Joint Bookrunners, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of the Offering Price per Additional Share by wire transfer or certified cheque payable to the Corporation or as set out 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 notice manner provided in the ninth paragraph of this Agreement against delivery of a receipt for that payment.
(5) The obligation of the Underwriters to such person(s) as make any payment or delivery contemplated by this Section 15 is subject to the Placing Agent may request conditions set forth in such noticeSection 14.
Appears in 1 contract
Sources: Underwriting Agreement (Colliers International Group Inc.)
Over Allotment Option. 12.1 The On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Company hereby grants the Over-allotment Option agrees to issue and sell to the Placing Agent exercisable at any time during Representative the period commencing from Option Shares, and the date of this Agreement Representative shall have the option to subscribe for and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion directpurchase, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and from time to time, during payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”);
(ii) the parties agree that the Representative may only exercise the Over-allotment Allotment Option Period for the purposes of:
(a) purpose of covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be allotments made in connection with the Placingoffering of the Firm Shares.
(iii) The Representative may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before forty-five (45) days after the date of Final Prospectus, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date may not be later than ten (10) Business Days after the date of such notice. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-allotment Option Allotment Exercise Notice shall be exercisable by written notice served by set forth:
(A) the Placing Agent on the Company at any time during the Over-allotment Option Period setting out the aggregate number of the Option Shares as to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent shall be obliged to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.is being exercised;
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of (B) the Over-Allotment Placing Proceeds Option Purchase Price;
(out of C) the names and denominations in which the Placing Agent will pay any placing commissions payable Option Shares are to Sub-Agents). The Company be registered; and
(D) the applicable Additional Closing Date.
(v) Payment for the Option Shares shall pay be made, against delivery of the relevant brokerageOption Shares to be purchased, and if required by wire transfer in immediately available funds to the account(s) specified by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation Company to the exercise Representative at least two (2) Business Day in advance of such payment at the Over-allotment Option. Such amounts may be deducted by office of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Carmel LLP (“Representative’s Counsel”) at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, on the Placing Agent from date specified in the corresponding Over-Allotment Placing Proceeds prior to payment to Exercise Notice, or at such other place on the Company.
12.4 On same or such other date and subject to time, as shall be designated in writing by the terms of this Agreement, the Company hereby undertakes that it will after receipt Representative (an “Additional Closing Date”). Delivery of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Option Shares as set out in shall be made through the notice to such person(s) as facilities of DTC, unless the Placing Agent may request in such noticeRepresentative shall otherwise instruct.
Appears in 1 contract
Over Allotment Option. 12.1 (1) The Company hereby grants the Over-allotment Allotment Option to may be exercised by the Placing Agent exercisable Underwriters at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during in whole or in part by delivering notice to the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent Corporation not later than 5:00 p.m. on the Company at any time during 30th day after the Over-allotment Option Period setting out Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the "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 five Business Days after the date of delivery of such notice (except to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent extent a shorter or longer period shall be obliged agreed to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-AgentsCorporation). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject Subject to the terms of this Agreement, upon the Company hereby undertakes Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Corporation 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 it will after receipt the Over-Allotment Option is exercised in accordance with its terms, the closing of the notice referred to in Clause 12.2 above from the Placing Agent duly allot issuance and issue such sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-allotment Allotment Option shall take place at the Option Closing Time at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other place as may be agreed to by the Underwriters and the Corporation.
(3) At the Option Closing Time, the Corporation shall issue to the Underwriters that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option and deposit with CDS or its nominee, if requested by the Lead Underwriter, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of $20.55 per Additional Share by wire transfer or certified cheque payable to the Corporation or as set out 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 notice manner provided in the eighth paragraph of this letter against delivery of a receipt for that payment.
(5) The obligation of the Underwriters to such person(s) as make any payment or delivery contemplated by this Section 16 is subject to the Placing Agent may request conditions set forth in such noticeSection 15.
Appears in 1 contract
Over Allotment Option. 12.1 (1) The Company hereby grants the Over-allotment Allotment Option to may be exercised by the Placing Agent exercisable Underwriters at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 The Over-allotment Option will be exercisable in whole or in part and from time to time, during in whole or in part, by delivering notice to the Over-allotment Option Period for the purposes of:
Company not later than 5:00 p.m. (aEastern time) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during 30th day after the Over-allotment Option Period setting out Closing Date, which notice will specify the number of Additional Shares to be purchased by the Underwriters and the date (the “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 two Business Days nor later than three Business Days after the date of delivery of such notice (except to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Option, the Placing Agent extent a shorter or longer period shall be obliged agreed to procure subscribers for, or failing which itself to subscribe as principal, such number of Over-allotment Option Shares specified in the written notice above. Payment and delivery shall be simultaneous and time and date of payment and delivery shall be at the same time as the Completion of the Placing.
12.3 The Company acknowledges and agrees that the amount payable by the Placing Agent to the Company with respect to the Over-allotment Option Shares in respect of which the Over-allotment Option has been exercised by the Placing Agent shall be the aggregate Placing Price for such Over-allotment Option Shares less a placing commission in HK dollars of 2% of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-AgentsCompany). The Company shall pay the relevant brokerage, and if required by the Stock Exchange, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation to the exercise of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from the Over-Allotment Placing Proceeds prior to payment to the Company.
12.4 On and subject 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 21, and the Company hereby undertakes 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 it will after receipt the Over-Allotment Option is exercised in accordance with its terms, the closing of the notice referred to in Clause 12.2 above from the Placing Agent duly allot issuance and issue such sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-allotment Allotment Option shall take place at the Option Closing Time electronically or as may be otherwise agreed to by the Underwriters and the Company.
(3) At the Option Closing Time, the Company shall issue to the Underwriters that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option 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 the Offering Price per Additional Share by wire transfer or certified cheque payable to the Company or as set out otherwise directed by the Company.
(4) Concurrently with the deliveries and payment under paragraph (3), the Company shall pay the Underwriting Fee applicable to the Additional Shares in the notice manner provided in the ninth paragraph of this Agreement against delivery of a receipt for that payment.
(5) The obligation of the Underwriters to such person(s) as make any payment or delivery contemplated by this Section 15 is subject to the Placing Agent may request conditions set forth in such noticeSection 14.
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Over Allotment Option. 12.1
(a) The Company hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-allotment Allotment Option to the Placing Agent exercisable at any time during the period commencing from the date of this Agreement and ending at 4:30 p.m. of the 3rd Business Day after the date of this Agreement (“Over-allotment Option Period”) to require the Company to issue purchase the Over-allotment Option Shares in such numbers and to such persons as the Placing Agent shall in its absolute discretion direct, at the Placing Price per Over-allotment Option Share.
12.2 Allotment Units. The Over-allotment Allotment Option will be is exercisable once, in whole or in part and from time to timepart, during the Over-allotment Option Period for the purposes of:
(a) covering over-subscriptions in connection with the Placing; and/or
(b) covering over-allocations which may be made in connection with the Placing. The Over-allotment Option shall be exercisable by written notice served by the Placing Agent on the Company at any time during on or before 5:00 p.m. (Toronto time) on the 30th day following the Closing Date. For greater certainty, the Underwriters shall be paid the Commission in respect of the sale of any Over-allotment Option Period setting out the number of the Shares as Allotment Units purchased pursuant to which the Placing Agent is then exercising the Over-allotment Option. Upon the exercise of the Over-allotment Allotment Option. Eight Capital, on behalf of the Placing Agent shall be obliged Underwriters, may exercise the Over- Allotment Option once, in whole or in part, during the 30-day period described above by delivering written notice to procure subscribers for, or failing which itself to subscribe as principal, such the Company (the “Over-Allotment Notice”) specifying the number of Over-allotment Allotment Units which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, become severally obligated to purchase the total number of the Over-Allotment Units as to which the Underwriters are exercising the Over-Allotment Option Shares in accordance with their respective percentages set out in Section 15 hereof and to pay to the Company the aggregate purchase price for the Over-Allotment Units so purchased, less an amount equal to the Commission payable in respect of the sale of the Over-Allotment Units, by wire transfer in immediately available funds in Canadian currency against delivery of the Over-Allotment Units in electronic or certificated form (as directed by Eight Capital, on behalf of the Underwriters, in writing), in each case registered in the name of “CDS & Co.” or such other name or names as directed by Eight Capital (on behalf of the Underwriters) in writing. The Over-Allotment closing time (the “Over-Allotment Closing Time”) shall be determined and specified in the written notice above. Payment and delivery Over- Allotment Notice by Eight Capital, on behalf of the Underwriters, but shall be simultaneous a date that is not less than three Business Days and time and not more than five Business Days after the date of the Over-Allotment Notice and, in any event, shall not be earlier than the Closing Date.
(b) If the Over-Allotment Option is exercised as to all or any portion of the Over-Allotment Units, one or more global certificates for such Over-Allotment Units (or their equivalent in the non-certificated inventory system of the Company’s registrar and transfer agent), and payment and delivery therefor, shall be delivered at the same time as Over-Allotment Closing Time in the Completion manner, and upon the terms and conditions, set forth in Sections 7, 9(a)(iv) and 9(b), except that references therein to the Units, Closing Date and Closing Time shall be deemed, for the purposes of this paragraph 8(b), to refer to such Over-Allotment Units, the Placing.
12.3 The Company acknowledges date of Closing the Over-Allotment Option and agrees that the Over-Allotment Closing Time, respectively, and the amount payable by the Placing Agent Underwriters to the Company with in respect to of the exercise of the Over-allotment Allotment Option Shares shall be equal to the number of Over-Allotment Units in respect of which the Over-allotment Allotment Option has been is exercised multiplied by the Placing Agent Issue Price, and the underwriting fee payable by the Company to the Underwriters in respect of such exercise shall be the aggregate Placing Price for equal to Commission in respect of such Over-allotment Option Shares less a placing commission in HK dollars Allotment Units. The applicable terms, conditions and provisions of 2% this Agreement (including, without limitation, the provisions of Section 9 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Over-Allotment Units pursuant to any exercise of the Over-Allotment Placing Proceeds (out of which the Placing Agent will pay any placing commissions payable to Sub-Agents). The Company shall pay the relevant brokerageOption; provided, and if required by the Stock Exchangefor greater certainty, the SFC Transaction levy, Stock Exchange trading fee and SFC investor compensation levy for such Over-allotment Option Shares and such out-of-pocket and other expenses as may be reasonably incurred by the Placing Agent in relation that references therein to the exercise Units, Closing Date and Closing Time shall be deemed, for the purposes of the Over-allotment Option. Such amounts may be deducted by the Placing Agent from this paragraph 8(b), to refer to the Over-Allotment Placing Proceeds prior Units as to payment which the Underwriters are exercising the Over-Allotment Option, the date of Closing the Over- Allotment Option and the Over-Allotment Closing Time, respectively.
(c) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change the Subordinate Voting Shares during the period in which the Over-Allotment Option is exercisable by the Underwriters, appropriate adjustments will be made to the Company.
12.4 On Issue Price and subject to the terms of this Agreement, the Company hereby undertakes that it will after receipt of the notice referred to in Clause 12.2 above from the Placing Agent duly allot and issue such number of Over-allotment Allotment Units 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 Shares as set out in the notice immediately prior to such person(s) as the Placing Agent may request in such noticesubdivision, consolidation, reclassification or change.
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Sources: Underwriting Agreement