Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 shares of Common Stock (the “Option Shares”) at the Share Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. 11.1 The Corporation has granted to the Underwriter the Over-Allotment Option to purchase the Option Units on the same terms as the Class A Restricted Voting Units as described herein. The Over-Allotment Option is exercisable in whole or in part at any time, and from time to time, on or before 5:00 p.m. (alocal time) For on the purposes of covering any over-allotments in connection with the distribution and sale of date that is 30 days following the Closing SecuritiesDate. The Underwriter may exercise the Over-Allotment Option from time to time, solely in whole or in part, during the currency thereof by delivering written notice to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option Corporation (the “Over- Allotment Notice”) not later than two Business Days prior to exercise, specifying the number of Option Units which the Underwriter wishes to purchase and the Over-Allotment Closing Date (which date may be the same as the Closing Date but not earlier than the Closing Date). If the Underwriter exercises the Over-Allotment Option”) , the Underwriter shall, on the Over-Allotment Closing Date, pay to purchasethe Corporation the aggregate purchase price for the Option Units so purchased net of the amount of $0.25 per Option Unit by way of an electronic funds transfer, and the Corporation shall duly issue, register and deliver the Option Units which the Underwriter has purchased to the Underwriter in the aggregateform of an electronic deposit pursuant to the non-certificated issue system maintained by CDS representing the Option Units to such CDS instant deposit number(s) as the Underwriter may advise. The applicable terms, up conditions and provisions of this Agreement shall apply mutatis mutandis to 817,585 shares the issuance of Common Stock (the “any Option Shares”) at the Share Purchase Price.
(b) In connection with an Units pursuant to any exercise of the Over-Allotment Option, including the purchase price to be paid for the Option Shares is equal delivery to the product Underwriter of the Share Purchase Price multiplied by documents referred to in Sections 12.1(c), 12.1(e) and 12.1(f) dated 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 Option granted pursuant Closing Date and such other customary closing certificates and documents as the Underwriter may reasonably request with respect to this Section 2.2 may be exercised by the Representative as good standing of the Corporation and other matters related to all (at any time) or any part (from time to time) the sale and issuance of the Option Shares within thirty (30) days after Units, except as otherwise agreed by the Closing DateCorporation and the Underwriter. An Underwriter will not be under any obligation to In addition, the Sponsor shall purchase any Option Shares on or prior to the exercise Over-Allotment Closing Date up to an additional 23,438 Class B Units at a price of $10.00 per Class B Unit and up to an additional 234,375 Founders’ Warrants at a price of $1.00 per Founders’ Warrant on a pro-rata basis, depending on whether the Over-Allotment Option by is exercised in whole or in part.
11.2 In the Representative. The Over-Allotment Option granted hereby may be exercised by event the giving of oral notice Corporation shall subdivide, consolidate or otherwise change its Class A Restricted Voting Units or Class A Restricted Voting Shares prior 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 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 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 purchaseClosing Time, the number of Option Shares specified in such notice. The Representative may cancel Units into which the Over-Allotment Option at any time prior is exercisable shall be similarly subdivided, consolidated or changed such that the Underwriter would be entitled to receive the expiration equivalent of the number and type of securities that it would have otherwise been entitled to receive had it exercised the Over-Allotment Option by written prior to such subdivision, consolidation or change. The subscription price shall be adjusted accordingly and notice shall be given to the CompanyUnderwriter of such adjustment. In the event that the Underwriter shall disagree with the foregoing adjustment, such adjustment shall be determined conclusively by the Corporation’s Auditor at the Corporation’s expense.
Appears in 1 contract
Sources: Underwriting Agreement
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale The Regular Trustees, on behalf of the Closing Trust, and the Sponsor may grant to the underwriters or initial purchasers who are underwriting or purchasing, as the case may be, any series of Preferred Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment "Option”") to purchasepurchase an additional liquidation amount of such series of Preferred Securities on the terms and conditions specified in the underwriting agreement or purchase agreement, as the case may be, relating to such Preferred Securities; provided, however, the Option may only be granted if the following conditions are satisfied:
(i) the Option, if exercised, may not result in the issue and sale of an aggregate liquidation amount of Preferred Securities greater than that registered by the Sponsor and the Trust on the applicable registration statement or registration statements (including by a registration statement filed under Rule 462(b) under the Securities Act, if any), as the case may be, with the Commission under the Securities Act;
(ii) the Option must result, if exercised, in the aggregateissuance and sale of Preferred Securities to such underwriters or initial purchasers, up to 817,585 shares as the case may be, and the issuance and sale of Common Stock Securities to the Sponsor on a Pro Rata basis and not in contravention of any other provision of this Agreement or the Business Trust Act, consistent with Section 5.1; and
(iii) the “Option Shares”) at Preferred Securities and the Share Purchase PriceCommon Securities issued and sold subject to the exercise of the Option, if any, must be of the same series and must bear the same CUSIP numbers as the series of Preferred Securities and the Common Securities, 146 respectively, which were initially issued and sold by the Trust and the Sponsor, respectively.
(b) In connection with an With respect to any issuance of Preferred Securities and Common Securities following the exercise of the Over-Allotment Option,
(i) the designation the "__% Preferred Securities" and, for all purposes under this Declaration, the purchase price to be paid for defined terms the Option Shares is equal to "Preferred Securities" shall mean both 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 Option granted Preferred Securities issued initially hereunder and any Preferred Securities issued pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by Option; and
(ii) the Representative. The Over-Allotment Option granted hereby may be exercised by designation the giving of oral notice "__% Common Securities" and, for all purposes under this Declaration, the defined term the "Common Securities" shall mean both the Common Securities issued initially hereunder and any Common Securities issued pursuant to the Company from requirement of Section 7.13(a)(ii) regarding the Representative, which must be confirmed in writing by overnight mail or other electronic transmission setting forth the number additional issuance of Option Shares to be purchased and the date and time for delivery of and payment for Common Securities on a Pro Rata basis if 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 Underwriter Counsel or at such other place (including remotely by 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 the expiration of the Over-Allotment Option by written notice to the Companyis exercised.
Appears in 1 contract
Sources: Indenture (First Security Capital V)
Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under conditions herein,
(i) the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of Underwriter shall have the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 shares [●] additional Common Shares and/or Pre-funded Warrants to purchase Common Shares, representing 15.0% of the aggregate Common Stock Units and Pre-funded Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Series A Warrants to purchase an aggregate of an additional [●] Common Shares and/or [●] additional Series B Warrants to purchase an aggregate of an additional [●] Common Shares, each representing 15.0% of the aggregate Common Units and Pre-funded Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Unit set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $[●] per Option Warrant. The Over-allotment Option is, at the Share Purchase Price.Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”);
(bii) In connection with upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchaseissue and sell the Option Securities 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 number forty-fifth (45th) day following the date of Option Shares specified in such noticethe Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Representative 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 expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option 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 written notice 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 Securities Payment shall be made against delivery to 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.
(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 Common Stock equal to 5.0% of the aggregate number of Common Stock sold in the Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period 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-day period after the commencement of sales of the Firm Securities 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 commencement of sales of the Firm Securities in the Offering to anyone other than (A) an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely 3.1 The Corporation hereby grants to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchaseUnderwriters, in the aggregaterespective percentages set out in Section 15.1 of this Agreement, up to 817,585 shares of Common Stock (the “Option Shares”) at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment OptionOption to purchase up to an additional 4,825,500 Optional Securities, being 15% of the number of Firm Securities at a purchase price to be paid for the Option Shares is per Optional Security equal to 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 Option granted pursuant to this Section 2.2 may be exercised in whole or in part on one occasion prior to its expiry in accordance with the provisions of this Agreement. Delivery of and payment for any Optional Security will be made electronically at the time (the "Option Closing Time") on the date set out in the written notice of the Lead Underwriters referred to below (the "Option Closing Date") which may occur on the Closing Date but will in no event occur earlier than the Closing Date, nor earlier than two Business Days or later than five Business Days after the date upon which the Corporation receives written notice from the Lead Underwriters on behalf of the Underwriters, setting out the number of Optional Securities to be purchased by the Representative as to all Underwriters, which notice must be received by the Corporation not later than 5:00 p.m. (at any Toronto time) or any part (from time to time) of on the Option Shares within date that is thirty (30) days after the Closing Date. An Underwriter Upon the furnishing of the notice, the Underwriters will severally (and not jointly or jointly and severally) be under any obligation committed to purchase any Option Shares prior purchase, in the respective percentages set out in Section 15.1 of this Agreement, and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement the number of Optional Securities indicated in the notice. Optional Securities may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the distribution of the Firm Securities and for market stabilization purposes permitted pursuant to Applicable Securities Laws. The Corporation agrees that the number of Optional Securities to be issued upon exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may shall be exercised by the giving of oral notice adjusted for any stock splits, consolidations or other changes 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 Common 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 Underwriter Counsel or at such other place (including remotely by 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 the expiration of the Over-Allotment Option by written notice to the Companyif any.
Appears in 1 contract
Sources: Underwriting Agreement (Algonquin Power & Utilities Corp.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale The Administrative Trustees, on behalf of the Closing Trust, and the Sponsor may grant to the underwriters or initial purchasers who are underwriting or purchasing, as the case may be, any series of Trust Preferred Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment "Option”") to purchasepurchase an additional liquidation amount of such series of Trust Preferred Securities on the terms and conditions specified in the underwriting agreement or purchase agreement, as the case may be, relating to such Trust Preferred Securities; PROVIDED, HOWEVER, the Option may only be granted if the following conditions are satisfied:
(i) the Option, if exercised, may not result in the issue and sale of an aggregate liquidation amount of Trust Preferred Securities greater than that registered by the Sponsor and the Trust on the applicable registration statement or registration statements (including by a registration statement filed under Rule 462(b) under the Securities Act, if any), as the case may be, with the Commission under the Securities Act;
(ii) the Option must result, if exercised, in the aggregateissuance and sale of Trust Preferred Securities to such underwriters or initial purchasers, up to 817,585 shares as the case may be, and the issuance and sale of Common Stock Securities to the Sponsor on a Pro Rata basis and not in contravention of any other provision of this Agreement or the Business Trust Act, consistent with Section 5.1; and
(iii) the “Option Shares”) at Trust Preferred Securities and the Share Purchase PriceCommon Securities issued and sold subject to the exercise of the Option, if any, must be of the same series and must bear the same CUSIP numbers as the series of Trust Preferred Securities and the Common Securities, respectively, which were initially issued and sold by the Trust and the Sponsor, respectively.
(b) In connection with an With respect to any issuance of Trust Preferred Securities and Common Securities following the exercise of the Over-Allotment Option,
(i) the designation the "__% Trust Preferred Securities" and, for all purposes under this Trust Agreement, the purchase price to be paid for defined terms the Option Shares is equal to "Trust Preferred Securities" shall mean both 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 Option granted Trust Preferred Securities issued initially hereunder and any Trust Preferred Securities issued pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securitiesconditions herein, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 shares [●] additional Common Shares, representing 15.0% of Common Stock the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to [●] Series A Warrants to purchase an aggregate of an additional [●] Common Shares, representing 15.0% of the Series A Warrants sold in the offering from the Company; and [●] Series B Warrants to purchase an aggregate of an additional [●] Common Shares, representing 15.0% of the Series B Warrants 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 4.1 hereof (less $0.01 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Share Purchase PriceUnderwriter’s sole discretion, for 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 Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the Common Shares issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. 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 form of Warrant, and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre-funded Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchase, issue and sell the number of Option Shares specified in such noticeSecurities to the Underwriter;
4.2.3. The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) day following the date of the Over-Allotment Option Final Prospectus, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Sources: Underwriting Agreement (Bynd Cannasoft Enterprises Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 [ ] shares of Common Stock (the “Option Shares”) at the Share Purchase Price).
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Closing 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”)purchased.
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 Underwriter Counsel 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under conditions herein,
(i) the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, purchase up to an aggregate of [●] additional Ordinary Shares representing fifteen percent (15.0%) of the total number of Closing Units sold in the aggregate, up to 817,585 shares of Common Stock offering (the “Option Shares”) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Warrants 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 $0.001 per Option Warrant. The Over-allotment Option is, at the Share Purchase PriceUnderwriter’s sole discretion, for Option Shares and Option Warrants together, solely Option Shares, or solely Option Warrants (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the Ordinary Shares issuable upon exercise of the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and 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 [●] as warrant agent (the “Warrant Agent”). The offering and sale of the Public Securities is herein referred to as the “Offering”.
(bii) In connection with upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchaseissue and sell the Option Securities 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 number forty-fifth (45th) day following the date of Option Shares specified in such noticethe Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Representative 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 expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option 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 written notice wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter 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 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.
(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. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period 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 135.0% of the offering price per Ordinary Share in 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-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 commencement of sales of the public offering to anyone other than (A) an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.
Appears in 1 contract
Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securitiesconditions herein, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 [●] additional shares of Common Stock Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to [●] Series A 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 and [●] Series B 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 4.1 hereof (less $0.00001 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.00001 per Option Warrant. The Over-allotment Option is, at the Share Purchase PriceUnderwriters’ sole discretion, for 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 Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of Common Stock issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. 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 form of Warrant, and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre-funded Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. Upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchase, issue and sell the number of Option Shares specified in such noticeSecurities to the Underwriter.
4.2.3. The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) Calendar Day following the date of the Over-Allotment Option Final Prospectus, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 [_____]1 shares of Common Stock (the “Option Shares”) at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty forty-five (3045) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 one (21) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Underwriter Counsel EGS or at such other place (including remotely by 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 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. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securitiesconditions herein, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 7,500,000 additional shares of Common Stock and/or Pre-funded Warrants, representing 15.0% of the Closing Units sold in the offering from the Company (inclusive of such Pre-funded Warrants, as applicable and without duplication, the “Option Shares”) and/or up to 15,000,000 Series A Warrants to purchase an aggregate of an additional 15,000,000 shares of Common Stock, representing 30.0% of the Closing Units sold in the offering from the Company; and 7,500,000 Series B Warrants, 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 4.1 hereof (less $0.001 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.001 per Option Warrant. The Over-allotment Option is, at the Share Purchase PriceUnderwriter’s sole discretion, for 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 Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of Common Stock issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. 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 form of Warrant, and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre-funded Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. Upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchase, issue and sell the number of Option Shares specified in such noticeSecurities to the Underwriter.
4.2.3. The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) day following the date of the Over-Allotment Option Final Prospectus, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Over Allotment Option. (a) For In addition to the purposes Securities being sold by the Company and described in Section 1 hereof (which are referred to herein as the "Firm Securities"), the Underwriters, at the Underwriters' option, shall have the right to purchase from the Company up to an aggregate 225,000 additional shares of covering any over-allotments in connection with Preferred Stock ("Optional Securities"). The first two paragraphs of Section 3 hereof shall be deemed to apply only to the distribution purchase, sale and sale delivery of the Closing Firm Securities, solely . References in those two paragraphs to the extent there is capacity under the Registration Statement pursuant "Securities" shall be deemed to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect be references to the sale of Firm Securities; except as otherwise provided in this Section 12, other references in this Underwriting Agreement to the Closing "Securities, " shall be deemed to include the Representative is hereby granted an option (Firm Securities and the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 shares of Common Stock (the “Option Shares”) at the Share Purchase PriceOptional Securities.
(b) In connection with an exercise Upon written notice from the Underwriters given to the Company not more than 30 days subsequent to the date of the Over-Allotment Optionpublic offering of the Securities, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per share to be paid for the Option Shares is equal Firm Securities. Such Optional Securities may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriters to the product of the Share Purchase Price multiplied by the number of Option Shares Company. The "Closing Date" as defined in Section 3 hereof, shall be deemed to be purchased (the aggregate purchase price "Closing Date," and the time for the delivery of, and payment for, the Optional Securities, is herein referred to be paid on an as the "Option Closing Date, " (which may be the “Closing Date). The Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may Date shall be exercised determined by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) Underwriters but shall be not later than 10 days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice Underwriters give to the Company from written notice of election to purchase Optional Securities. The preparation, registration, checking and delivery of, and payment for, the RepresentativeOptional Securities shall occur or be made in the same manner as provided in Section 3 hereof for the Firm Securities, which must be confirmed in writing by overnight mail or other electronic transmission setting forth except as the number of Option Shares to be purchased Underwriters 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 Underwriter Counsel or at such other place (including remotely by 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 the expiration of the Over-Allotment Option by written notice to the Companyotherwise agree.
Appears in 1 contract
Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securitiesconditions herein, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 [●] additional shares of Common Stock Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to [●] Series A 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 and [●] Series B 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 4.1 hereof (less $0.00001 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.00001 per Option Warrant. The Over-allotment Option is, at the Share Purchase PriceUnderwriters’ sole discretion, for 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 Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of Common Stock issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. 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 form of Warrant, and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre-funded Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. Upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchase, issue and sell the number of Option Shares specified in such noticeSecurities to the Underwriter.
4.2.3. The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) Calendar Day following the date of the Over-Allotment Option Final Prospectus, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 462,000 shares of Common Stock (the “Option Shares”) with each Option Share to be purchased at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 RepresentativeRepresentatives, at the offices of Underwriter Counsel EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option 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 Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 147,600 shares of Common Stock (the “Option Shares”) with each Option Share to be purchased at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 Underwriter Counsel 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 [●] shares of Common Stock (the “Option Shares”) at the Share Purchase Price).
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 Underwriter Counsel Faegre 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Sources: Underwriting Agreement (AquaBounty Technologies, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely 3.1 The Corporation hereby grants to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchaseUnderwriters, in the aggregaterespective percentages set out in Section 15.1 of this Agreement, up to 817,585 shares of Common Stock (the “Option Shares”) at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment OptionOption to purchase up to an additional 1,509,000 Optional Securities, being 15% of the number of Firm Securities at a purchase price to be paid for the Option Shares is per Optional Security equal to 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 Option granted pursuant to this Section 2.2 may be exercised in whole or in part on one occasion prior to its expiry in accordance with the provisions of this Agreement. Delivery of and payment for any Optional Security will be made electronically at the time (the “Option Closing Time”) on the date set out in the written notice of the Lead Underwriters referred to below (the “Option Closing Date”) which may occur on the Closing Date but will in no event occur earlier than the Closing Date, nor earlier than two Business Days or later than five Business Days after the date upon which the Corporation receives written notice from the Lead Underwriters on behalf of the Underwriters, setting out the number of Optional Securities to be purchased by the Representative as to all Underwriters, which notice must be received by the Corporation not later than 5:00 p.m. (at any Montreal time) or any part (from time to time) of on the Option Shares within date that is thirty (30) days after the Closing Date. An Underwriter Upon the furnishing of the notice, the Underwriters will jointly (and not solidarily) be under any obligation committed to purchase any Option Shares prior purchase, in the respective percentages set out in Section 15.1 of this Agreement, and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement the number of Optional Securities indicated in the notice. Optional Securities may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the distribution of the Firm Securities and for market stabilization purposes permitted pursuant to Applicable Securities Laws. The Corporation agrees that the number of Optional Securities to be issued upon exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may shall be exercised by the giving of oral notice adjusted for any stock splits, consolidations or other changes 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 Common 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 Underwriter Counsel or at such other place (including remotely by 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 the expiration of the Over-Allotment Option by written notice to the Companyif any.
Appears in 1 contract
Sources: Underwriting Agreement (Cae Inc)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesFirm Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 810,000 shares of Common Stock (the “Option Shares”) at the Share Purchase Price).
(b) In connection with an exercise of the Over-Allotment Option, the aggregate purchase price to be paid for the Option Shares is equal to the product of the Price per 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”)purchased.
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 Underwriter Counsel 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Sources: Underwriting Agreement (Agrify Corp)
Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under conditions herein,
(i) the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 [●] additional shares of Common Stock (the “Option Shares”) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] shares of Common Stock, each 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 is, at the Share Purchase PriceUnderwriter’s sole discretion, for 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 Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the shares of Common Stock issuable upon exercise of the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and 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. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(bii) In connection with upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchaseissue and sell the Option Securities 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 number forty-fifth (45th) day following the date of Option Shares specified in such noticethe Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Representative 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 expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option 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 written notice 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.
(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 and from time to time, in whole or in part, during the period 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-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 commencement of sales of the public offering to anyone other than (A) an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter or of any the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.
Appears in 1 contract
Sources: Underwriting Agreement (Curative Biotechnology Inc)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 150,000 shares of Common Stock (the “Option Shares”) with each Option Share to be purchased at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 Underwriter Counsel 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securitiesconditions herein, the Representative Underwriter is hereby granted an option (the “Over-Over- Allotment Option”) to purchase, in the aggregateaggregate up to, up to 817,585 shares [____] Ordinary Shares, representing 15.0% of Common Stock the Closing Units sold in the offering from the Company (the “Option Shares”) and/or to [______] Series A Warrants to purchase an aggregate of an additional [______] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company and [_____] Series B Warrants to purchase an aggregate of an additional [ ] Ordinary Shares, 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 4.1 hereof (less $0.00001 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.00001 per Option Warrant. The Over-allotment Option is exercisable, at the Share Purchase PriceUnderwriters’ sole discretion, for 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 Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the Ordinary Shares issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus Supplement. 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 form of Warrant, and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre- funded Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. Upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchase, issue and sell the number of Option Shares specified in such noticeSecurities to the Underwriter;
4.2.3. The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) Calendar Day following the closing of the Over-Allotment Option Offering, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 [_____] Units representing 15% of the Closing Units (the “Option Units”) consisting of up to an aggregate of (i) [_____] shares of Common Stock (the “Option Shares”) at and (ii) Investor Warrants exercisable for up to an aggregate of [_____] shares of Common Stock (the Share Purchase Price“Option Warrants”, and collectively with the Option Units and Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the any Option Shares Units is equal to the product of the Share Unit Purchase Price multiplied by the number of Option Shares Units to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Units within thirty (30) 45 days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares Units prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for the Option Shares Units (each, an “Option Closing Date”), which will not be later than the earlier of (i) 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 Underwriter Counsel S&W 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 Units 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 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.
Appears in 1 contract
Sources: Underwriting Agreement (Gaucho Group Holdings, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 shares of Common Stock (the “Option Shares”) at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c1) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (Lead Underwriters, on behalf of the Underwriters, at any time) , in whole or any in part (from time by delivering notice to time) of the Option Shares within thirty (30) days Corporation not later than 5:00 p.m. on the 30th day after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or other electronic transmission setting forth notice will specify the number of Option Additional Shares to be purchased by the Underwriters and the date and time for delivery of and payment for (the Option Shares (each, an “Option Closing Date”), ) and time (the “Option Closing Time”) on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the same as (but not earlier than) the Closing Date and will not be earlier than three Business Days nor later than two (2) full five Business Days after the date of delivery of such notice (except to the notice extent a shorter or such other time as longer period shall be agreed upon to by the Company Corporation). Subject to the terms of this Agreement, upon the Lead Underwriters furnishing this notice to the Corporation pursuant to this Section 16(1), the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the RepresentativeCorporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering.
(2) In the event that the Over-Allotment Option is exercised in accordance with its terms, the closing of the issuance and sale of that number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option shall take place at the Option Closing Time at the offices of Underwriter Counsel Fogler, ▇▇▇▇▇▇▇▇ LLP in Toronto, Ontario or at such other place (including remotely by other electronic transmission) as shall may be agreed upon to by the Company Lead Underwriters and the Representative. If such delivery and payment for Corporation.
(3) At 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 OptionTime, the Company will become obligated to convey Corporation shall issue to the Underwriters, and, subject to the terms and conditions set forth herein, Underwriters that number of Additional Shares in respect of which the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel are exercising the Over-Allotment Option at any time prior and deposit with CDS or its nominee, if requested by the Underwriters, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$92.50 per Additional Share by wire transfer or as otherwise directed by the Corporation.
(4) Concurrently with the deliveries and payment under paragraph 16(3), the Corporation shall pay the Underwriting Fee applicable to the expiration Additional Shares in the manner provided in the eighth paragraph of this Agreement against delivery of a receipt for that payment.
(5) The obligation of the Over-Allotment Option Underwriters to make any payment or delivery contemplated by written notice this Section 16 is subject to the Companyconditions set forth in Section 15.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 202,500 shares of Common Stock (the “Option Shares”) at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty forty-five (3045) days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel EGS or at such other place (including remotely by 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Sources: Underwriting Agreement (cbdMD, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) ), from time to time and on one or more occasions, to purchase, in the aggregate, up to 817,585 [____] shares of Common Stock (the “Option Shares”) which may be purchased at the Share Purchase Price. In addition, the Company will pay to the Underwriters a non-accountable expense allowance in the amount of one percent (1%) of the Offering price of the Option Shares purchased by the Underwriters at each Over-Allotment-Option Closing.
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares Shares, if any, is equal to 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 Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 30 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised exercised, in whole or in part, on one or more occasions, by the giving of oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 RepresentativeRepresentatives, at the offices of Underwriter Counsel SHLLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon each 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 Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securitiesconditions herein, the Representative Underwriter is hereby granted an option (the “Over-Over- Allotment Option”) to purchase, in the aggregateaggregate up to, up to 817,585 shares 3,214,286 Ordinary Shares, representing 15.0% of Common Stock the Closing Units sold in the offering from the Company (the “Option Shares”) and/or to 3,214,286 Series A Warrants to purchase an aggregate of an additional 3,214,286 Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company and 3,214,286 Series B Warrants, 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 4.1 hereof (less $0.00001 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.00001 per Option Warrant. The Over-allotment Option is exercisable, at the Share Purchase PriceUnderwriters’ sole discretion, for 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 Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the Ordinary Shares issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus Supplement. 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 form of Warrant, and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre- funded Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. Upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchase, issue and sell the number of Option Shares specified in such noticeSecurities to the Underwriter;
4.2.3. The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) Calendar Day following the closing of the Over-Allotment Option Offering, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Over Allotment Option. (ai) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing SecuritiesShares, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative Maxim is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 ________ shares of Common Stock (the “Option Shares”) at ), upon the Share Purchase Pricebasis of the representations and warranties, and subject to the terms and conditions contained in this Agreement.
(bii) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the any Option Shares is equal to 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”).
(ciii) The Over-Allotment Option granted pursuant to this Section 2.2 2.1(b) may be exercised by the Representative Maxim as to all (at any time) or any part (from time to time) of the Option Shares within thirty forty-five (3045) days after the Closing Execution Date. An No Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeMaxim. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeMaxim, 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 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 RepresentativeMaxim, at the offices of Underwriter Representatives’ Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeMaxim. 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 Maxim may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securitiesconditions herein, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 [●] additional shares of Common Stock Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to [●] Series A 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 and [●] Series B 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 4.1 hereof (less $0.00001 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.00001 per Option Warrant. The Over-allotment Option is, at the Share Purchase PriceUnderwriters’ sole discretion, for 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 Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of Common Stock issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. 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 form of Warrant, and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre-funded Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchase, issue and sell the number of Option Shares specified in such noticeSecurities to the Underwriter;
4.2.3. The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) Calendar Day following the date of the Over-Allotment Option Final Prospectus, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 484,500 shares of Common Stock (the “Option Shares”) with each Option Share to be purchased at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 Underwriter Counsel 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For The Corporation hereby grants to the purposes of covering any over-allotments Underwriters, in connection with the distribution and sale respective percentages set forth opposite the names of the Closing SecuritiesUnderwriters in Section 9(1), solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchasepurchase at their election, in severally (and not jointly or jointly and severally), all or part of the aggregate, up Option Securities at a purchase price per $1,000 principal amount of Option Securities equal to 817,585 shares of Common Stock (the “Option Shares”) Offer Price and at the Share Purchase Price.
(b) In connection with an exercise same commission per $1,000 principal amount of the Over-Allotment Option, the purchase price Option Securities to be paid by the Corporation for the Firm Securities as set forth in Section 2(2), with payment of such commission to be made in the same manner at the applicable Option Shares is equal to Closing Time. Option Securities may be purchased by the product Underwriters only for the purpose of satisfying over-allotments made in connection with the distribution 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 Option granted Firm Securities and for market stabilization purposes permitted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeSecurities Laws. The Over-Allotment Option granted hereby may be exercised by in whole or in part and from time to time prior to its expiry in accordance with the giving provisions of oral notice to this Agreement. Payment for, and delivery of, any Option Securities will be made at the Company from the Representativeoffices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, which must be confirmed in writing by overnight mail or other electronic transmission setting forth the number of Toronto, Ontario, at those times (each, an “Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares Closing Time”) on those dates (each, an “Option Closing Date”)) as set out in the Over-Allotment Notice, which may occur on the Closing Date but will not be in no event occur earlier than the Closing Date, nor earlier than the second Business Day or later than two (2) full five Business Days after the date upon which the Corporation receives written notice (the “Over-Allotment Notice”) from the Lead Underwriters, on behalf of the notice or such other time as shall Underwriters, setting out the number of Option Securities to be agreed upon purchased by the Company and the Representative, at the offices of Underwriter Counsel or at such other place (including remotely by other electronic transmission) as shall Underwriters. An Over-Allotment Notice must be agreed upon received by the Company and Corporation not later than 5:00 p.m. (Toronto time) on the Representativedate that is 30 days after the Closing Date. If such delivery and payment Payment of the purchase price for the Option Shares does Securities will be made by wire transfer in immediately available funds to the account(s) specified by the Corporation in writing against delivery of certificates for the Option Securities to the Lead Underwriters, on behalf of the Underwriters, through the facilities of CDS Clearing and Depository Services Inc. for the respective accounts of the Underwriters and such further documentation as may be contemplated in this Agreement. Certificates for the Option Securities will be registered in such name or names and will be in such denominations as the Lead Underwriters, on behalf of the Underwriters, may request in writing not occur on later than 24 hours prior to the applicable Option Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise the furnishing of the Over-Allotment OptionNotice, the Company Underwriters will become severally (and not jointly or jointly and severally) be committed to purchase in the respective percentages set forth opposite the names of the Underwriters in Section 9(1) (rounded up or down, as determined by the Lead Underwriters in their sole discretion, so as to eliminate fractions), and the Corporation will be obligated to convey to the Underwritersissue and sell, and, in each case in accordance with and subject to the terms and conditions set forth hereinof this Agreement, the Underwriters will become obligated to purchase, the number aggregate principal amount of Option Shares specified Securities indicated 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 CompanyNotice.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 shares of Common Stock [•] Ordinary Shares (the “Option Shares”) at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, the aggregate purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (Representatives at any time) , in whole or any part (from time to time) of the Option Shares in part, within thirty (30) 30 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 RepresentativeRepresentatives, at the offices of Underwriter Counsel CGSH or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Sources: Underwriting Agreement (Antalpha Platform Holding Co)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchasepurchase up to [ ______ ] Units, representing fifteen percent (15%) of the Closing Units sold in the aggregate, up to 817,585 Offering (the “Options Units,” the shares of Common Stock (comprising the Option Units, the “Option Shares,” the Warrants comprising the Options Units, the “Options Warrants,” and collectively, the “Option Securities”) ), which may be purchased at the Share Closing Purchase Price. 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) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of 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 Option granted pursuant to this Section 2.2 2.02 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Units within thirty (30) days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares Units prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for the Option Shares Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) thirty (30) 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 Underwriter 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 Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securitiesconditions herein, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 15,000,000 additional shares of Common Stock Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to 15,000,000 Series A Warrants to purchase an aggregate of an additional 15,000,000 shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company and 15,000,000 Series B Warrants to purchase an aggregate of an additional 15,000,000 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 4.1 hereof (less $0.00001 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.00001 per Option Warrant. The Over-allotment Option is, at the Share Purchase PriceUnderwriters’ sole discretion, for 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 Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of Common Stock issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. 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 form of Warrant, and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre-funded Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. Upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchase, issue and sell the number of Option Shares specified in such noticeSecurities to the Underwriter.
4.2.3. The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) Calendar Day following the date of the Over-Allotment Option Final Prospectus, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is Co-Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 108,750 shares of Common Stock (the “Option Shares”) at the Share Purchase Price).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Co-Representatives as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeCo-Representatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the a Co-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 three (23) full Business Days business days after the date of the notice (as soon as one (1) business day after the date of the notice, unless such notice is given prior to the Closing Date, then the Closing Date) or such other time as shall be agreed upon by the Company and the RepresentativeCo-Representatives, at the offices of Underwriter Counsel EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeCo-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 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 Co-Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under conditions herein,
(i) the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 shares [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of Common Stock the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, 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 or Option Pre-funded Warrant 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 $0.001 per Option Warrant. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) at evidencing the Share Purchase PriceClosing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit [●]. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(bii) In connection with upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to issue and sell the Option Securities to the several Underwriters;
(iii) The Underwriters will become obligated may exercise the Over-Allotment Option at any time in whole, or from time to purchasetime in part, on or before the number forty-fifth (45th) day following the date of Option Shares specified in such noticethe 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 expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option 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 written notice 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 Securities Payment shall be made against delivery to the Representative for the respective accounts of the several Underwriters 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.
(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 and from time to time, in whole or in part, during the period 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-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 commencement of sales of the public offering to anyone other than (A) an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Representative’s Warrant Agreement shall be made on the Closing Date and the Representative’s Warrant shall be issued in the name or names and in such authorized denominations as the Representative may request.
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Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely In addition to the extent there is capacity under Securities being sold by the Registration Statement pursuant Company and described in Section 1 hereof (which are referred to General Instruction I.B.6 of Form S-3 herein as of the date of this Agreement after giving effect to the sale of the Closing "Firm Securities"), the Representative is hereby granted an option (Underwriters, at the “Over-Allotment Option”) Underwriters' option, shall have the right to purchase, in purchase from the aggregate, Company up to 817,585 an aggregate 525,000 additional shares of Common Stock ("Optional Securities"). The first two paragraphs of Section 3 hereof shall be deemed to apply only to the “Option Shares”) at purchase, sale and delivery of the Share Purchase PriceFirm Securities. References in those two paragraphs to the "Securities" shall be deemed to be references to the Firm Securities; except as otherwise provided in this Section 13, other references in this Underwriting Agreement to the "Securities" shall be deemed to include the Firm Securities and the Optional Securities.
(b) In connection with an exercise Upon written notice from the Underwriters given to the Company not more than 30 days subsequent to the date of the Over-Allotment Optionpublic offering of the Securities, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per share to be paid for the Option Shares is equal Firm Securities. Such Optional Securities may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriters to the product of the Share Purchase Price multiplied by the number of Option Shares Company. The "Closing Date" as defined in Section 3 hereof, shall be deemed to be purchased (the aggregate purchase price "Closing Date," and the time for the delivery of, and payment for, the Optional Securities, is herein referred to be paid on an as the "Option Closing Date, " (which may be the “Closing Date). The Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may Date shall be exercised determined by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) Underwriters but shall be not later than 10 days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice Underwriters give to the Company from written notice of election to purchase Optional Securities. The preparation, registration, checking and delivery of, and payment for, the RepresentativeOptional Securities shall occur or be made in the same manner as provided in Section 3 hereof for the Firm Securities, which must be confirmed in writing by overnight mail or other electronic transmission setting forth except as the number of Option Shares to be purchased Underwriters 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 Underwriter Counsel or at such other place (including remotely by 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 the expiration of the Over-Allotment Option by written notice to the Companyotherwise agree.
Appears in 1 contract
Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under conditions herein,
(i) the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of Underwriter shall have the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 shares 6,428,571 additional Common Shares and/or Pre-funded Warrants to purchase Common Shares, representing 15.0% of the aggregate Common Stock Units and Pre-funded Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to 2,250,000 additional Series A Warrants to purchase an aggregate of an additional 2,250,000 Common Shares and/or 2,250,000 additional Series B Warrants to purchase an aggregate of an additional 2,250,000 Common Shares, each representing 15.0% of the aggregate Common Units and Pre-funded Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Unit set forth in Section 3(a) hereof and the purchase price to be paid per full Option Warrant shall be equal to $0.01. The Over-allotment Option is, at the Share Purchase Price.Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”);
(bii) In connection with upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchaseissue and sell the Option Securities 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 number forty-fifth (45th) day following the date of Option Shares specified in such noticethe Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Representative 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 expiration Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option 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 written notice 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 Securities Payment shall be made against delivery to 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.
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Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 273,000 shares of Common Stock (the “Option Shares”) at the Share Purchase Price).
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 one (21) full Business Days 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 Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For In the purposes of covering event that the Underwriters exercise their option to purchase all or any over-allotments in connection with the distribution and sale portion of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Option Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 shares representations and warranties of Common Stock (the “Option Shares”) at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 RepresentativeGuarantor contained herein and the statements in any certificates furnished by the Company or the Guarantor or any of their subsidiaries hereunder shall be true and correct as of each Option Closing Time, and, at the offices relevant Option Closing Time, the Representatives shall have received:
(1) A certificate, dated such Option Closing Time, of Underwriter Counsel the President or at such other place (including remotely by other electronic transmission) as shall be agreed upon by a Vice President of the Company and the Representative. If Guarantor and the chief financial officer or chief accounting officer of the Company and the Guarantor, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such delivery and payment Option Closing Time.
(2) The favorable opinion of Shearman & Sterling, counsel for the Option Shares does not occur on Company and the Closing DateGuarantor, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated form and substance satisfactory to convey to counsel for the Underwriters, anddated such Option Closing Time, subject relating to the terms Option Securities and conditions set forth hereinotherwise to the same effect as the opinion required by Section 5(b) hereof.
(3) The favorable opinion of Hughes Hubbard & Reed LLP, counsel for the Underwriters will become obligated Underwriters, date▇ ▇▇▇▇ ▇▇▇▇▇▇ Clo▇▇▇▇ Time, relating to purchasethe Option Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof.
(4) A letter from PricewaterhouseCoopers LLP, in form and substance satisfactory to the number of Representatives and dated such Option Shares Closing Time, substantially in the same form and substance as the letter furnished to the Representatives pursuant to Section 5(f) hereof, except that the "specified in such notice. The Representative may cancel date" on the Over-Allotment Option at any time letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Option Closing Time.
(5) Since the expiration time of execution of this Underwriting Agreement, there shall not have occurred a downgrading in the rating of any debt securities of the Over-Allotment Option Company or the Guarantor by written notice to any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Company1933 Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company or the Guarantor (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating).
Appears in 1 contract
Sources: Underwriting Agreement (Viacom Inc)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 1,680,000 shares of Common Stock set forth opposite the name of such Selling Stockholder on Schedule I hereof (the “Option Shares”) at from the Share Purchase PriceSelling Stockholders on a pro rata basis.
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 30 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company and Selling Stockholders from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 RepresentativeRepresentatives, at the offices of Underwriter Counsel Faegre or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option 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 Selling Stockholders will become obligated to convey to the UnderwritersUnderwriters (or cause the Custodian to deliver), 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 Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the CompanyCompany and the Selling Stockholders.
Appears in 1 contract
Sources: Underwriting Agreement (AquaBounty Technologies, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 shares of 240,000 Common Stock Shares (the “Option Shares”) and/or Warrants to purchase up to 240,000 Common Shares (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 Per Share Purchase Price and/or Per Warrant Purchase Price, respectively.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Per 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 Per 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 Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within thirty (30) 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the a Representative, which must be confirmed in writing by overnight mail 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 Shares 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 Underwriter Counsel EGS or at such other place (including remotely by other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 1,350,000 shares of Common Stock (the “Option Shares”) at the Share Purchase Price).
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 Underwriter Counsel Faegre 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Sources: Underwriting Agreement (AquaBounty Technologies, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 [15% of total number of securities offered] shares of Common Preferred Stock (the “Option Shares”) at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty forty-five (3045) days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 Underwriter Counsel LB 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securitiesconditions herein, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 [●] additional shares of Common Stock Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to [●] Series A 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; and [●] Series B 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 4.1 hereof (less $0.01 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Share Purchase PriceUnderwriter’s sole discretion, for 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 Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of Common Stock issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. 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 form of Warrant, and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre-funded Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchase, issue and sell the number of Option Shares specified in such noticeSecurities to the Underwriter;
4.2.3. The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) day following the date of the Over-Allotment Option Final Prospectus, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Sources: Underwriting Agreement (Cemtrex Inc)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 1,950,000 shares of Common Stock (the “Option Shares”) at the Share Purchase Price).
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 30 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 RepresentativeRepresentatives, at the offices of Underwriter Counsel Faegre or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option 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 Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Sources: Underwriting Agreement (AquaBounty Technologies, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale The Administrative Trustees, on behalf of the Closing Trust, and the Sponsor may grant to the underwriters or initial purchasers who are underwriting or purchasing, as the case may be, any series of Preferred Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment "Option”") to purchasepurchase an additional liquidation amount of such series of Preferred Securities on the terms and conditions specified in the underwriting agreement or purchase agreement, as the case may be, relating to such Preferred Securities; provided, however, the Option may only be granted if the following conditions are satisfied:
(i) the Option, if exercised, may not result in the issue and sale of an aggregate liquidation amount of Preferred Securities greater than that registered by the Sponsor and the Trust on the applicable registration statement or registration statements (including by a registration statement filed under Rule 462(b) under the Securities Act, if any), as the case may be, with the Commission under the Securities Act;
(ii) the Option must result, if exercised, in the aggregateissuance and sale of Preferred Securities to such underwriters or initial purchasers, up to 817,585 shares as the case may be, and the issuance and sale of Common Stock Securities to the Sponsor on a Pro Rata basis and not in contravention of any other provision of this Agreement or the Business Trust Act, consistent with Section 5.1; and
(iii) the “Option Shares”) at Preferred Securities and the Share Purchase PriceCommon Securities issued and sold subject to the exercise of the Option, if any, must be of the same series and must bear the same CUSIP numbers as the series of Preferred Securities and the Common Securities, respectively, which were initially issued and sold by the Trust and the Sponsor, respectively.
(b) In connection with an With respect to any issuance of Preferred Securities and Common Securities following the exercise of the Over-Allotment Option,
(i) the designation the "__% Preferred Securities" and, for all purposes under this Trust Agreement, the purchase price to be paid for defined terms the Option Shares is equal to "Preferred Securities" shall mean both 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 Option granted Preferred Securities issued initially hereunder and any Preferred Securities issued pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a1) For The Over-Allotment Option, may be exercised by the purposes of covering Underwriters at any over-allotments time, in connection with whole or in part by delivering notice to the distribution and sale of Company not later than 5:00 p.m. (Toronto time) on the 30th day after the Closing SecuritiesDate, solely which notice will specify the number of Over-Allotment Securities to be purchased by the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of Underwriters and the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment OptionClosing Date”) to purchase, in the aggregate, up to 817,585 shares of Common Stock (the “Option Shares”) on and at the Share Purchase Price.
(b) In connection with an exercise of the which such Over-Allotment Option, the purchase price Securities are to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The purchased. Such Over-Allotment Option granted pursuant to this Section 2.2 Closing Date may be exercised by the Representative same as to all (at any timebut not earlier than) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter Date and will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 earlier than three Business Days nor later than two (2) full five Business Days after the date of delivery of such notice (except to the notice extent a shorter or longer period shall be agreed to by the Company). Subject to the terms of this agreement, upon the Underwriters furnishing such notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 23, and the Company will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number of Over-Allotment Securities indicated in such notice. Over-Allotment Securities may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering and for market stabilization purposes.
(2) In the event that the Over-Allotment Option is exercised in accordance with its terms, the closing of the issuance and sale of that number of Over-Allotment Securities in respect of which the Underwriters are exercising the Over-Allotment Option shall take place 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 shall may be agreed upon in writing by the Company and the Representative, Co-Lead Underwriters (the “Over-Allotment Closing Time”) at the offices of Underwriter Counsel Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP or at such other place (including remotely by other electronic transmission) as shall may be agreed upon to by the Company Underwriters and the Representative. If such Company.
(3) The obligation of the Underwriters to make any payment or delivery and payment for contemplated by this Section 17 is subject to satisfaction of the Option Shares does not occur on the Closing Date, each Option Closing Date will be as conditions 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 the expiration of the Over-Allotment Option by written notice to the CompanySection 16.
Appears in 1 contract
Sources: Underwriting Agreement
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 4,390,244 shares of Common Stock (the “Option Shares”) at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or written notice to the Company from the Representative, which which, if notice is oral, must be confirmed within one (1) Business Day in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 oral or written notice (whichever occurs first) or such other time as shall be agreed upon by the Company and the Representative, at the offices of Underwriter Counsel 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Sources: Underwriting Agreement (Diffusion Pharmaceuticals Inc.)
Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securitiesconditions herein, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 [●] additional shares of Common Stock Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to [●] Class C 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; and [●] Class D Warrants, 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 4.1 hereof (less $0.01 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Share Purchase PriceUnderwriter’s sole discretion, for 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 Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of Common Stock issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. 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 form of Warrant, and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre-funded Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. Upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchase, issue and sell the number of Option Shares specified in such noticeSecurities to the Underwriter.
4.2.3. The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) day following the date of the Over-Allotment Option Final Prospectus, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale The Administrative Trustees, on behalf of the Closing Trust, and the Sponsor may grant to the underwriters or initial purchasers who are underwriting or purchasing, as the case may be, any series of Preferred Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment "Option”") to purchasepurchase an additional liquidation amount of such series of Preferred Securities on the terms and conditions specified in the underwriting agreement or purchase agreement, as the case may be, relating to such Preferred Securities; PROVIDED, HOWEVER, the Option may only be granted if the following conditions are satisfied:
(i) the Option, if exercised, may not result in the issue and sale of an aggregate liquidation amount of Preferred Securities greater than that registered by the Sponsor and the Trust on the applicable registration statement or registration statements (including by a registration statement filed under Rule 462(b) under the Securities Act, if any), as the case may be, with the Commission under the Securities Act;
(ii) the Option must result, if exercised, in the aggregateissuance and sale of Preferred Securities to such underwriters or initial purchasers, up to 817,585 shares as he case may be, and the issuance and sale of Common Stock Securities to the Sponsor on a Pro Rata basis and not in contravention of any other provision of this Agreement or the Business Trust Act, consistent with Section 5.1; and
(iii) the “Option Shares”) at Preferred Securities and the Share Purchase PriceCommon Securities issued and sold subject to the exercise of the Option, if any, must be of the same series and must bear the same CUSIP numbers as the series of Preferred Securities and the Common Securities, respectively, which were initially issued and sold by the Trust and the Sponsor, respectively.
(b) In connection with an With respect to any issuance of Preferred Securities and Common Securities following the exercise of the Over-Allotment Option,
(i) the designation the "__% Preferred Securities" and, for all purposes under this Trust Agreement, the purchase price to be paid for defined terms the Option Shares is equal to "Preferred Securities" shall mean both 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 Option granted Preferred Securities issued initially hereunder and any Preferred Securities issued pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securitiesconditions herein, the Representative Underwriter is hereby granted an option (the “Over-Over- Allotment Option”) to purchase, in the aggregate, up to 817,585 1,764,705 additional shares of Common Stock Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to 1,764,705 Series A Warrants to purchase an aggregate of an additional 1,764,705 shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company; and 1,764,705 Series B Warrants to purchase an aggregate of an additional 1,764,705 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 4.1 hereof (less $0.01 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Share Purchase PriceUnderwriter’s sole discretion, for 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 Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of Common Stock issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. 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 form of Warrant, and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre-funded Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchase, issue and sell the number of Option Shares specified in such noticeSecurities to the Underwriter;
4.2.3. The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) day following the date of the Over-Allotment Option Final Prospectus, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Sources: Underwriting Agreement (Cemtrex Inc)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 383,188 shares of Common Stock (the “Option Shares”) at the Share Purchase Price).
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 Underwriter Counsel 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Sources: Underwriting Agreement (AquaBounty Technologies, Inc.)
Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securitiesconditions herein, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 [●] additional shares of Common Stock Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to [●] Series A Warrants to purchase an aggregate of an additional [●] shares of Common Stock, representing 30.0% of the Closing Units sold in the offering from the Company; and [●] Series B Warrants, 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 4.1 hereof (less $0.01 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Share Purchase PriceUnderwriter’s sole discretion, for 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 Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of Common Stock issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. 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 form of Warrant, and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre-funded Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. Upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchase, issue and sell the number of Option Shares specified in such noticeSecurities to the Underwriter.
4.2.3. The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) day following the date of the Over-Allotment Option Final Prospectus, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securitiesconditions herein, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 805,214 additional shares of Common Stock Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to 1,610,429 Class C Warrants to purchase an aggregate of an additional 1,610,429 shares of Common Stock, representing 30.0% of the Closing Units sold in the offering from the Company; and 805,214 Class D Warrants, 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 4.1 hereof (less $0.01 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Share Purchase PriceUnderwriter’s sole discretion, for 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 Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of Common Stock issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. 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 form of Warrant, and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre-funded Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. Upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchase, issue and sell the number of Option Shares specified in such noticeSecurities to the Underwriter.
4.2.3. The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) day following the date of the Over-Allotment Option Final Prospectus, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 1,650,000 shares of Common Stock (the “Option Shares”) at the Share Purchase Price).
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 30 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 RepresentativeRepresentatives, at the offices of Underwriter Counsel Faegre or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option 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 Representatives may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Sources: Underwriting Agreement (AquaBounty Technologies, Inc.)
Over Allotment Option. (a) For 4.2.1. “On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securitiesconditions herein, the Representative Underwriter is hereby granted an option (the “Over-Over- Allotment Option”) to purchase, in the aggregate, up to 817,585 6,000,000 additional shares of Common Stock Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to 6,000,000 Series A Warrants to purchase an aggregate of an additional 6,000,000 shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company and 6,000,000 Series B Warrants to purchase an aggregate of an additional 6,000,000 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 4.1 hereof (less $0.0001 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.0001 per Option Warrant. The Over-allotment Option is exercisable, at the Share Purchase PriceUnderwriters’ sole discretion, for 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 Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of Common Stock issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus Supplement. 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 form of Warrant, and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre- funded Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. “upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchase, issue and sell the number of Option Shares specified in such noticeSecurities to the Underwriter;
4.2.3. “The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) Calendar Day following the closing of the Over-Allotment Option offering, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesFirm Shares, the Representative Manager is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 shares of Common Stock (the “930,000 Option Shares”) Shares at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 5 may be exercised by the Representative Manager as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 30 days after the Closing Datedate hereof. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the RepresentativeManager. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeManager, 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 three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeManager, 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 RepresentativeManager. 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 Manager 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) Payment for the Option Shares to be sold by the Company shall be made to the Company in Federal or other funds immediately available in Minneapolis, Minnesota against delivery of such Option Shares for the respective accounts of the several Underwriters at 10:00 a.m. Central Time, on each Option Closing Date.
Appears in 1 contract
Over Allotment Option. (a) For 4.2.1. On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securitiesconditions herein, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 1,050,000 additional shares of Common Stock Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the Offering from the Company (the “Option Shares”) and/or up to 1,050,000 Series A Warrants to purchase an aggregate of an additional 1,050,000 shares of Common Stock, representing 15.0% of the Closing Units sold in the Offering from the Company; and 1,050,000 Series B Warrants to purchase an aggregate of an additional 1,050,000 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 4.1 hereof (less $0.01 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is exercisable, at the Share Purchase PriceUnderwriter’s sole discretion, for 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 Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of Common Stock issuable upon exercise of the Pre-funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. 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 form of Warrant, and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre-funded Warrant. The Offering and sale of the Public Securities is herein referred to as the “Offering”.
(b) In connection with 4.2.2. Upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchase, issue and sell the number of Option Shares specified in such noticeSecurities to the Underwriter.
4.2.3. The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) day following the date of the Over-Allotment Option Final Prospectus, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 shares of Common Stock 3,600,000 Units (the “Option Units”) and/or 3,600,000 Ordinary Shares (the “Option Shares”) and/or 3,600,000 Warrants to purchase up to 3,600,000 Ordinary Shares (the “Option Warrants,” and, collectively with the Option Units and the Option Shares, the “Option Securities”) which may be purchased in any combination of Option Units and/or Option Shares and/or Option Warrants at the Purchase Price, Share Purchase Price and/or Warrant Purchase Price, respectively.
(b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Units is equal to the product of the Purchase Price multiplied by the number of Option Units to be purchased, (ii) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (iii) the aggregate purchase price to be paid on an for the Option Closing Date, Warrants is equal to the “product of the Warrant Purchase Price multiplied by the number of Option Closing Purchase Price”)Warrants.
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within thirty forty-five (3045) days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units and/or Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Shares 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 Underwriter Counsel MW 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 Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units and/or Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesFirm Shares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 [ ] shares of Common Stock (the “Option Shares”) at the Share Purchase Price).
(b) In connection with an exercise of the Over-Allotment Option, the aggregate purchase price to be paid for the Option Shares is equal to the product of the Price per 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”)purchased.
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 Underwriter Counsel 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Sources: Underwriting Agreement (Agrify Corp)
Over Allotment Option. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Closing Securitiesrepresentations, solely warranties and covenants herein and subject to the extent there is capacity under conditions herein,
(i) the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, purchase up to an aggregate of [●] additional Ordinary Shares representing fifteen percent (15.0%) of the total number of Closing Units sold in the aggregate, up to 817,585 shares of Common Stock offering (the “Option Shares”) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Warrants 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 (less the $0.01 purchase price allocated to each Warrant) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Share Purchase PriceUnderwriter’s sole discretion, for Option Shares and Option Warrants together, solely Option Shares, or solely Option Warrants (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the Ordinary Shares issuable upon exercise of the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and 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 VStock Transfer, LLC as warrant agent (the “Warrant Agent”). The offering and sale of the Public Securities is herein referred to as the “Offering”.
(bii) In connection with upon an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 Company agrees to purchase, issue and sell the number of Option Shares specified in such notice. Securities to the Underwriter;
(iii) The Representative Underwriter may cancel exercise the Over-Allotment Option at any time prior in whole, or from time to time in part, on or before the expiration forty-fifth (45th) day following the date of the Over-Allotment Option Final Prospectus, by written notice from the Underwriter to the Company.Company (the “
Appears in 1 contract
Sources: Underwriting Agreement (Innovation Beverage Group LTD)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 [_____] shares of Common Stock (the “Option Shares”) Shares”)1 which may be purchased at the Share Closing Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Closing Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing DateDate (as defined below), the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 Underwriter Counsel ▇▇▇▇ or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Sources: Underwriting Agreement (SeqLL, Inc.)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 _____ shares of Common Stock (the “Option Shares”) with each Option Share to be purchased at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 Underwriter Counsel 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment allotment Option”) to purchase, in purchase the aggregate, following combination of Securities:
(i) up to 817,585 a number of shares of Common Stock (the “Option Shares”) at equal to 15% percent of the Closing Shares; and
(ii) Warrants to purchase up to a number of shares of Common Stock equal to 0.5 Warrant Share Purchase Pricefor each Option Share purchased (such Warrants, collectively with the Option Shares, the “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, the The aggregate purchase price to be paid for the Option Shares is Securities will be equal to the product of the Per Share Purchase Price multiplied by and the number of Option Shares elected to be purchased pursuant to the Over-allotment Option by the Representative (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment allotment Option granted pursuant to this Section 2.2 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within thirty forty-five (3045) days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-Allotment allotment Option by the Representative. The Over-Allotment allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for the Option Shares Securities (each, an “Option Closing” and such date, the “Option Closing Date”), which will not be later than two three (23) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Underwriter Counsel 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 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 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 Securities specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Sources: Underwriting Agreement (Adventrx Pharmaceuticals Inc)
Over Allotment Option. (a1) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 shares of Common Stock (the “Option Shares”) at the Share Purchase Price.
(b) In connection with an exercise of the The Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (Underwriters at any time) , in whole or any in part by delivering notice to the Company not later than 5:00 p.m. (from time to Toronto time) of on the Option Shares within thirty (30) days 30th day after the Closing Date, which notice will specify the number of Over-Allotment Securities to be purchased by the Underwriters and the date (the "Over-Allotment Closing Date") on and at which such Over-Allotment Securities are to be purchased. An Underwriter Such Over-Allotment Closing Date may be the same as (but not earlier than) the Closing Date and will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 earlier than three Business Days nor later than two (2) full five Business Days after the date of delivery of such notice (except to the notice extent a shorter or longer period shall be agreed to by the Company). Subject to the terms of this agreement, upon the Underwriters furnishing such notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 23, and the Company will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number of Over-Allotment Securities indicated in such notice. Over-Allotment Securities may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering and for market stabilization purposes.
(2) In the event that the Over-Allotment Option is exercised in accordance with its terms, the closing of the issuance and sale of that number of Over-Allotment Securities in respect of which the Underwriters are exercising the Over-Allotment Option shall take place 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 shall may be agreed upon in writing by the Company and the Representative, Lead Underwriter (the "Over-Allotment Closing Time") at the offices of Underwriter Counsel ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other place (including remotely by other electronic transmission) as shall may be agreed upon to by the Company Underwriters and the Representative. If such Company.
(3) The obligation of the Underwriters to make any payment or delivery and payment for contemplated by this Section 17 is subject to satisfaction of the Option Shares does not occur on the Closing Date, each Option Closing Date will be as conditions 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 the expiration of the Over-Allotment Option by written notice to the CompanySection 16.
Appears in 1 contract
Sources: Underwriting Agreement (Electra Battery Materials Corp)
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 _____ shares of Common Stock (the “Option Shares”) and Series U Warrants to purchase up to ____ shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”)1, which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively.
(b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the aggregate purchase price to be paid on an for the Option Closing Date, Warrants is equal to the “product of the Warrant Purchase Price multiplied by the number of Option Closing Purchase Price”)Warrants.
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within thirty (30) 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Shares Securities (each, an “Option Closing Date”), which will not be earlier than the Closing Date nor 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 EGS or at such other 1 15% of the sum of the number of Closing Shares and the number of Warrant Shares underlying the Series V Warrants on the date hereof and 15% of the Series U Warrants issued at Closing. 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 Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 _______ shares of Common Stock (the “Option Shares”) at the Share Purchase Price).
(b) In connection with an exercise of the Over-Allotment Option, Option the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) 45 days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 Underwriter Counsel Mintz or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each 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 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 Mintz or such other location as the Company and Representative shall mutually agree.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 1,000,000 shares of Common Stock (the “Option Shares”) which may be purchased at the Share Closing Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Per 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 aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty forty-five (3045) days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 Underwriter Counsel 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, solely to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing SecuritiesShares, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 817,585 [15% of total number of securities offered][*] shares of Common Stock (the “Option Shares”) at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty forty-five (3045) days after the Closing Execution Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares 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 Underwriter Counsel LB 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 the expiration of the Over-Allotment Option by written notice to the Company.
Appears in 1 contract
Over Allotment Option. (a) For 8.1 In consideration of and subject to the purposes of covering any over-allotments in connection with the distribution and sale purchase of the Closing SecuritiesAgency Common Shares by the Purchasers, the Company hereby grants the Over-Allotment Option to the Agents, solely to cover over-allotments, if any. The Over-Allotment Option will be exercisable, in whole or in part at any one time, on or before 5:00 p.m. (Toronto time) on the Option Expiry Date, by the Agents giving the Option Notice to the Company. If, and to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 as of the date of this Agreement after giving effect to the sale of the Closing Securitiesthat, the Representative is hereby granted an option (Agents exercise the “Over-Allotment Option”) , subject to purchasethe terms and conditions of this Agreement, the Company shall issue and sell, at the Option Closing Time on the Option Closing Date, the number of Additional Common Shares indicated in the Option Notice at $1.35 per Additional Common Share.
8.2 The Over-Allotment Option may be exercised, in the aggregatewhole or in part, at any one time up to 817,585 shares and including the Option Expiry Date, by delivery by GMP on behalf of the Agents of written notice to the Company not later than two Business Days prior to exercise confirming the number of Additional Common Stock (Shares in respect of which the “Over-Allotment Option Shares”) at is being exercised. The obligations of the Share Purchase Price.
(b) In connection with an Agents to complete the purchase of the Additional Common Shares under this Agreement, upon the exercise of the Over-Allotment Option, the purchase price to be paid for the Option Shares is equal subject to the product receipt by the Agents of the Share Purchase Price multiplied by documents contemplated in Section 9 as 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”)Agents may request.
(c) The Over8.3 In the event the Company sub-Allotment Option granted pursuant to this Section 2.2 may be exercised by divides, consolidates or otherwise changes the Representative as to all (at any time) or any part (from time to time) of Common Shares during the Option Shares within thirty (30) days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of period during which the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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 purchaseis exercisable, the number of Option Additional Common Shares specified in such notice. The Representative may cancel into which the Over-Allotment Option at any time prior is convertible will be similarly subdivided, consolidated or changes such that the Agents would be entitled to receive the expiration same number and type of securities that they would have otherwise been entitled to receive had they fully exercised the Over-Allotment Option by written prior to such subdivision, consolidation or change. The subscription price will be adjusted accordingly and notice will be given to the Agents of such adjustment. In the event that the Agents will disagree with the foregoing adjustment, such adjustment will be determined conclusively by the auditors at the Company’s expense.
8.4 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 Common Shares. For the avoidance of doubt, to the extent that the Over-Allotment Option is exercised, the Agents will be entitled to the Agents’ Fee with respect to the Additional Common Shares.
Appears in 1 contract
Sources: Agency Agreement (Banro Corp)
Over Allotment Option. (ai) For The Company hereby grants to the purposes Underwriter an option (the "Over-Allotment Option") to purchase from the Company, solely for the purpose of covering any over-allotments in connection with the distribution and sale of Firm Shares, all or any portion of the Option Shares for a period of forty-five (45) days from the date of this Agreement at the same purchase price payable by the Underwriter for Firm Shares as provided in Paragraph 1(a) of this Agreement. The Option Shares shall be purchased from the Company, for the account of Underwriter.
(ii) The Over-Allotment Option may be exercised during the term thereof by written notice to the Company from the Underwriter. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the time and date of payment and delivery therefor. Such time and date of delivery shall not be earlier than either the Closing SecuritiesDate (as defined below) or the second business day after the day on which the option shall have been exercised, solely 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 Shares shall be at the offices set forth below for delivery and payment of the Firm Shares.
(iii) The obligation of the Underwriter to purchase and pay for any of the Option Shares is subject to the extent there is capacity under the Registration Statement pursuant to General Instruction I.B.6 of Form S-3 accuracy and completeness (as of the date of this Agreement after giving effect and as of the Option Closing Date) of and compliance in all material respects with the representations and warranties of the Company in this Agreement, to the sale accuracy and completeness of the statements of the Company or its officers made in any certificate or other documents to be delivered by the Company pursuant to this Agreement, to the performance in all material respects by the Company of its obligations hereunder, to the satisfaction by the Company of the conditions as of the date of this Agreement and as of the Option Closing SecuritiesDate set forth in Paragraph 1(c) of this Agreement and to the delivery to the Underwriter an opinion, certificates and letters dated the Representative is hereby granted an option (Option Closing Date substantially similar in scope to those specified in Paragraph 6 of this Agreement, but with each reference to the “Over-Allotment Option”) "Closing Date" being deemed to purchase, in be the aggregate, up to 817,585 shares of Common Stock ("Option Closing Date." Notwithstanding the “Option Shares”) at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option, the Underwriter may, at any time prior to the payment for the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after Shares, cancel, in whole or in part, the Closing Date. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or 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 Underwriter Counsel or at such other place (including remotely by 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, in which event, the Company will become Underwriter shall only be obligated to convey to the Underwriterspurchase and pay for those only Option Shares, andif any, remaining subject to the terms and conditions set forth herein, exercise of the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Over- Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Companyafter such cancellation.
Appears in 1 contract
Sources: Underwriting Agreement (U Link Inc)