Over Allotment Option. 10.1 The Company hereby grants to the Underwriters the Over-Allotment Option to purchase severally, and not jointly or jointly and severally, in their sole discretion, the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date. 10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closing. The Over-Allotment Option Closing Date, which may be the same as the Closing Date but shall in no event be earlier than the Closing Date, shall be not less than two nor more than five Business Days after providing the Over- Allotment Option Notice, as shall be specified in the Over-Allotment Option Notice. The closing of the purchase and sale of any Additional Shares shall be completed in accordance with section 7 hereof. 10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion to the total number of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter. 10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver to the Underwriters at the closing time specified in the Over-Allotment Option Notice: (i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and (ii) such other items as the Underwriters may reasonably require.
Appears in 1 contract
Over Allotment Option. 10.1 The Company hereby grants On the basis of the representations, warranties and covenants herein and subject to the Underwriters conditions herein,
1.2.1. the Underwriter shall have the option to purchase, in whole or in part, the Company Option Shares from the Company (the “Over-Allotment Option”), at a price per share equal to the Purchase Price (the “Over-Allotment Option to purchase severally, and not jointly or jointly and severally, in their sole discretion, the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.Purchase Price”);
10.2 The notice of 1.2.2. upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Company Option Shares to the Underwriter;
1.2.3. the parties agree that the Underwriter may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares.
1.2.4. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Option Exercise Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of ). The Underwriter must give the Underwriters, Over-Allotment Exercise Notice to the Company in at least two business days prior to the manner set forth in section 19.1 hereof and shall specify Closing Date or the number Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and at any time prior to the closing date for the issuance of Closing Date or the Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(i) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares (as to which the “Over-Allotment Option Closing Date”is being exercised;
(B) and time of closing. The the Over-Allotment Option Purchase Price;
(C) the names and denominations in which the certificates for the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall in no event not be earlier than the Closing Date, shall be not less Date nor later than two nor more than five Business Days the tenth full business day after providing the Over- Allotment Option Notice, as shall be specified in date of the Over-Allotment Exercise Notice.
(ii) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter 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 closing Option Shares Payment shall be made against delivery to the Underwriter or its designees of the purchase and sale of any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion to the total number of Additional Shares as the percentages of the aggregate amount of Option Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option on any Additional Closing Date, together with such further documentation as may any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Shares duly paid by the Company. Delivery of the Option Shares shall be contemplated herein or as made through the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as facilities of DTC unless the Underwriters may reasonably requireUnderwriter shall otherwise instruct.
Appears in 1 contract
Over Allotment Option. 10.1 The Company hereby grants On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
1.2.1. the Underwriters shall have the option to purchase, in whole or in part, the Company Option Shares from the Company (the “Over-Allotment Option”), at a price per share equal to the Purchase Price (the “Over-Allotment Option to purchase severally, and not jointly or jointly and severally, in their sole discretion, the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.Purchase Price”);
10.2 The notice of 1.2.2. upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Shares to the Underwriters;
1.2.3. the parties agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares.
1.2.4. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day following the date of the Final Prospectus, by written notice from the Representative to the Company (the “Over-Allotment Option Exercise Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of ). The Representative must give the Underwriters, Over-Allotment Exercise Notice to the Company in at least two (2) Business Days prior to the manner set forth in section 19.1 hereof and shall specify Closing Date or the number applicable Additional Closing Date, as the case may be. The Representative may cancel any exercise of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and at any time prior to the closing date for Closing Date or the issuance applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Additional Company.
(i) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares (as to which the “Over-Allotment Option Closing Date”is being exercised;
(B) and time of closing. The the Over-Allotment Option Purchase Price;
(C) the names and denominations in which the certificates for the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall in no event not be earlier than the Closing Date, shall be not less Date nor later than two nor more than five the tenth (10th) full Business Days Day after providing the Over- Allotment Option Notice, as shall be specified in date of the Over-Allotment Exercise Notice.
(ii) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Representative on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth (5th) Business Day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The closing Option Shares Payment shall be made against delivery to the Representative or its designees of the purchase and sale of any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion to the total number of Additional Shares as the percentages of the aggregate amount of Option Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option on any Additional Closing Date, together with such further documentation as may any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Shares duly paid by the Company. Delivery of the Option Shares shall be contemplated herein or as made through the facilities of DTC unless the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireshall otherwise instruct.
Appears in 1 contract
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to 360,000 Ordinary Shares (the “Option Shares”) at the Share Purchase Price.
(b) In connection with an exercise of the Over-Allotment Option to purchase severally, and not jointly or jointly and severally, in their sole discretionOption, the Additional 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 terms set forth in “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Final Prospectus solely Representative as to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than all (at any time) or any part (from time to time) of the 30th day following Option Shares within 45 days after the Closing Date.
10.2 The notice of . An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. 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 may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Over Allotment Option. 10.1 The (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Company hereby grants to the Underwriters the option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 13,697,368 Common Shares (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 on behalf of the Underwriters as to all (at any time) or any part (from time to time) of the Option Shares within thirty (30) days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. The Over-Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative 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 may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with Company. Any such further documentation as may cancellation shall be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireirrevocable.
Appears in 1 contract
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to [●] shares of Common Stock (the “Option Shares”).
(b) In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Shares shall be equal to the product of the 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 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of Loeb or at such other place (including remotely by facsimile or other electronic transmission of the required documentation) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments, the Underwriter is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to 3,000,000 additional Common Shares (the “Over-Allotment Shares”).
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Over-Allotment Shares is equal to the product of the Common Share Purchase Price multiplied by the number of Over-Allotment Shares to be purchased (the purchase price to be paid on an Over-Allotment Closing Date, the “Over-Allotment Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Over-Allotment Shares for 45 days after the closing of the Offering. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Over-Allotment Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Underwriter, which must be confirmed in writing by overnight mail, email or facsimile or other electronic transmission setting forth the number of Over-Allotment Shares to be purchased and the date and time for delivery of and payment for such Over-Allotment Shares (each, an “Over-Allotment Closing Date”), which may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Underwriter, at the offices of SRF or at such other place (including remotely by facsimile or other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Underwriter. If such delivery and payment for the Over-Allotment Shares does not occur on the Closing Date, shall each Over-Allotment Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- notice. Upon exercise of the Over-Allotment Option NoticeOption, as shall be the Company will become obligated to convey to the Underwriter, and, subject to the terms and conditions set forth herein, the Underwriter will become obligated to purchase, the number of Over-Allotment Shares specified in such notice. The Underwriter may cancel the Over-Allotment Option Notice. The closing at any time prior to the expiration of the purchase and sale of any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion Over- Allotment Option by written notice to the total number of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such UnderwriterCompany.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably require.
Appears in 1 contract
Over Allotment Option. 10.1 (1) The Company hereby grants has granted to the Underwriters Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase severally, and not jointly or jointly and severally, in their sole discretion, the up to 3,000,000 Additional Shares at a price of $1.60 per Additional Shares. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day date that is 30 days following the Closing Date.
10.2 . The notice Lead Underwriter, on behalf of the Underwriters, may exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) from time to purchase Additional Sharestime, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, delivering written notice to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing DateNotice”) and time of closing. The Over-Allotment Option Closing Date, which may be the same as the Closing Date but shall in no event be earlier than the Closing Date, shall be not less than two nor more than five Business Days after providing the Over- Allotment Option Notice, as shall be specified in the Over-Allotment Option Notice. The closing of the purchase and sale of any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase specifying the number of Additional Shares that bears the same proportion Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the total number of Company the aggregate purchase price for the Additional Shares as so purchased by wire transfer, certified cheque or bank draft dated the percentages Over-Allotment Closing Date against delivery of a certificate representing the aggregate amount of Additional Shares to be purchased at the Closing Time set out registered in Section 11.1 opposite the name of “CDS & Co.” (or in such Underwriterother name as the Underwriters may direct). The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries) shall apply mutatis mutandis to the issuance of any Additional Shares pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters.
10.4 (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercised in accordance with its termsexercisable, the Company shall deliver appropriate adjustments will be made to the offering price and to the number of Additional Shares issuable on exercise thereof such that the Underwriters at are entitled to arrange for the closing time specified in sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option Notice:
(i) the documentsimmediately prior to such subdivision, opinionsconsolidation, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein reclassification or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requirechange.
Appears in 1 contract
Sources: Underwriting Agreement
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representatives are hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to 399,456 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 Representatives as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from a 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 may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representatives, at the offices of EGS or at such other place (including remotely by other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representatives. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. The Representatives may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Sources: Underwriting Agreement (Beam Global)
Over Allotment Option. 10.1 The Company hereby grants On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriters shall have the Over-Allotment Option option to purchase severallypurchase, severally and not jointly or jointly and severally, in their sole discretion, the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Sharesjointly, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to Option Shares from the Company in (the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Shares to the several Underwriters;
(iii) The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Representative to the Company (the “Over-Allotment Exercise Notice”). The Underwriters must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date”, as the case may be. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) and time of closing. The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the Over-Allotment Option Purchase Price;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall in no event not be earlier than the Closing Date, shall be not less Date nor later than two nor more than five Business Days the tenth (10th) full business day after providing the Over- Allotment Option Notice, as shall be specified in date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Representative at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [5:00] [p.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing (an “Additional Closing Date”). The closing Option Shares Payment shall be made against delivery to the Representative for the respective accounts of the purchase and sale of any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion to the total number of Additional Shares as the percentages several Underwriters of the aggregate amount of Option Shares to be purchased at on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the Closing Time set out in Section 11.1 opposite sale of the name of such UnderwriterOption Shares duly paid by the Company.
10.4 In (vi) As additional compensation for the event the Over-Allotment Option is exercised in accordance with its termsRepresentative’s services, the Company shall deliver issue to the Underwriters Representative or its designees at the closing time specified 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 OverOffering. 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-Allotment Option Notice:
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 (iA) an Underwriter or a selected dealer in connection with the documentsOffering, opinions, certificates or (B) a bona fide officer or partner of one of the Representative or of any such Underwriter or selected dealer; and other agreements and materials required under section 7, except with respect only if any such transferee agrees to the items 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 sections 5.1(i), (j), (k) the name or names and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or authorized denominations as the Underwriters or any Governmental Authority Representative may reasonably require; and
(ii) such other items as the Underwriters may reasonably requirerequest.
Appears in 1 contract
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representatives are hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to 450,000 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 Representatives as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. 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 may will not be later than one (1) full Business Day after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of ▇▇▇▇▇▇▇▇ or at such other place (including remotely by facsimile or other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. The Representatives may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Sources: Underwriting Agreement (Cibus, Inc.)
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to 669,181 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 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. 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 may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Sources: Underwriting Agreement (Salarius Pharmaceuticals, Inc.)
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to 7,031,250 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 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. 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 may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Over Allotment Option. 10.1 (a) For the purposes of covering any over-allotments, the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 768750 additional Ordinary Shares (the “Option Shares”). The Company hereby grants Option Shares are to be offered to the Underwriters public at the offering price of $0.20 per Option Share.
(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 Purchase Price multiplied by the number of Option Shares to be purchased (the purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Underwriter as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Execution Date. The Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingUnderwriter. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Underwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares (each, an “Option Closing Date”), which may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date Company and the Underwriter but shall in no event later than , 2023, at the offices of SRF or at such other place (including remotely by facsimile or other electronic transmission) as shall be earlier than agreed upon by the Company and the Underwriter. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriter, and, subject to the terms and conditions set forth herein, the Underwriter will become obligated to purchase, the number of Option Notice, as shall be Shares specified in such notice. The Underwriter may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised by written notice to the Company.
(d) The Company acknowledges and agrees that, with respect to any Notice(s) of Exercise (as defined in accordance with its termsthe Pre-funded Warrants) delivered by a Holder (as defined in the Pre-funded Warrants) on or prior to 12:00 p.m. (New York City time) on the Closing Date, which Notice(s) of Exercise may be delivered at any time after the time of execution of this Agreement, the Company shall deliver the Warrant Shares subject to such notice(s) to the Underwriters at Holder by 4:00 p.m. (New York City time) on the closing time specified Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the OverPre-Allotment Option Notice:
(ifunded Warrants) under the documents, opinions, certificates Pre-funded Warrants. The Company acknowledges and other agreements and materials required under section 7, except with respect to agrees that the items in sections 5.1(i), (j), (k) and (n), in each case dated Holders are third-party beneficiaries of this covenant of the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Over Allotment Option. 10.1 The Company hereby grants On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriters shall have the Over-Allotment Option option to purchase severallypurchase, severally and not jointly or jointly and severally, in their sole discretion, the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Sharesjointly, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to Option Shares from the Company in (the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Shares to the several Underwriters;
(iii) The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Representative to the Company (the “Over-Allotment Exercise Notice”). The Underwriters must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date”, as the case may be. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) and time of closing. The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the Over-Allotment Option Purchase Price;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall in no event not be earlier than the Closing Date, shall be not less Date nor later than two nor more than five Business Days the tenth (10th) full business day after providing the Over- Allotment Option Notice, as shall be specified in date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Representative at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [5:00] [p.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing (an “Additional Closing Date”). The closing Option Shares Payment shall be made against delivery to the Representative for the respective accounts of the purchase and sale of any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion to the total number of Additional Shares as the percentages several Underwriters of the aggregate amount of Option Shares to be purchased at on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the Closing Time set out in Section 11.1 opposite sale of the name of such UnderwriterOption Shares duly paid by the Company.
10.4 In (vi) As additional compensation for the event the Over-Allotment Option is exercised in accordance with its termsRepresentative’s services, the Company shall deliver issue to the Underwriters Representative or its designees at the closing time specified of the Offering warrants (the “Representative’s Warrant”) to purchase that number of Ordinary Shares equal to 10.0% of the aggregate number of ordinary shares sold in the OverOffering. 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 150.0% of the offering price per Ordinary Share in the Offering. The Representative’s Warrant and the Ordinary shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Representative’s Securities.” The Representative understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the underlying Ordinary Shares during the 180-Allotment Option Notice:
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 (iA) an Underwriter or a selected dealer in connection with the documentsOffering, opinions, certificates or (B) a bona fide officer or partner of one of the Representative or of any such Underwriter or selected dealer; and other agreements and materials required under section 7, except with respect only if any such transferee agrees to the items 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 sections 5.1(i), (j), (k) the name or names and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or authorized denominations as the Underwriters or any Governmental Authority Representative may reasonably require; and
(ii) such other items as the Underwriters may reasonably requirerequest.
Appears in 1 contract
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby grants granted an option (the "Over-Allotment Option") to purchase, in the Underwriters aggregate, up to [_____]Common Shares (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 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. 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 may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to an additional 865,385 shares of Common Stock (“Option Shares” or “Option Securities”).
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any Option Shares is equal to the product of $1.2090 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 Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Securities prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. 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 Securities (each, an “Option Closing Date”), which may will not be later than the same earlier of 45 days after the Execution Date and (ii) one (1) full Business Days after the date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to 522,468 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 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. 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 may will not be the same as the Closing Date but shall in no event be earlier than the Closing Date, shall be not less later than two nor more than five (2) full Business Days after providing the Over- Allotment Option Notice, date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment 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 Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its termsby 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 the Underwriters Section 2.3 deliverable at the closing time specified Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with shall occur at the offices of EGS or such further documentation as may be contemplated herein or other location as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany and Representative shall mutually agree.
Appears in 1 contract
Over Allotment Option. 10.1 The On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Company hereby grants agrees to issue and sell to US Tiger the Underwriters the Over-Allotment Option to purchase severallyShares, and not jointly or jointly US Tiger shall have the option to subscribe for and severally, in their sole discretion, the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Sharespurchase, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to Option Shares from the Company in (the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing DatePurchase Price”);
(ii) and time of closing. The Over-Allotment Option Closing Date, which the parties agree that US Tiger may be the same as the Closing Date but shall in no event be earlier than the Closing Date, shall be not less than two nor more than five Business Days after providing the Over- Allotment Option Notice, as shall be specified in only exercise the Over-Allotment Option on behalf of the Underwriters for the purpose of covering over-allotments made in connection with the offering of the Firm Shares.
(iii) US Tiger may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, no later than forty-five (45) days after the pricing of the Offering (the “Pricing Date”), by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date may not be later than ten (10) Business Days after the date of such notice. The closing Representative may cancel any exercise of the purchase and sale Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of any Additional Shares shall be completed in accordance with section 7 hereofsuch cancellation to the Company.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase (iv) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Additional Shares that bears the same proportion to the total number of Additional Option Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event which the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver to the Underwriters at the closing time specified in being exercised;
(B) the Over-Allotment Option Notice:Purchase Price;
(iC) the documents, opinions, certificates names and other agreements and materials required under section 7, except with respect denominations in which the Option Shares are to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably requireregistered; and
(iiD) the applicable Additional Closing Date.
(v) Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) Business Days in advance of such payment at the office of Winston & ▇▇▇▇▇▇ LLP at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or remotely on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other items place on the same or such other date and time, as shall be designated in writing by the Underwriters may reasonably requireRepresentative (an “Additional Closing Date”). Delivery of the Option Shares shall be made through the facilities of DTC, unless the Representative shall otherwise instruct.
Appears in 1 contract
Sources: Underwriting Agreement (SMJ International Holdings Inc.)
Over Allotment Option. 10.1 (1) The Company hereby grants to the Underwriters Agents, for the purpose of covering over- allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase severallythe Over-Allotment Debentures, and not jointly or jointly and severally, in their sole discretion, subject to the Additional Shares on the terms set forth prior written approval of WILP for a corresponding increase in the Final Prospectus solely to cover overprincipal amount of the Initial Investment. The Over-allotments, if any, and for market stabilization purposes, Allotment Option is exercisable by written notice not later than in whole or in part at any time or times on or before 5:00 p.m. (Vancouver time) on the 30th day following the final Closing Date.
10.2 The notice Date at a price per Over-Allotment Debenture equal to the Over-Allotment Debenture Price. For greater certainty, the Agents shall be paid the Agents’ Fee in respect of the issue and sale of any Over-Allotment Debentures purchased pursuant to the exercise of the Over-Allotment Option. The Agents may exercise the Over-Allotment Option in whole or in part during the currency thereof by delivering written notice to the Company (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify specifying the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and Debentures that the closing date for Agents wish to purchase. If the issuance of Agents exercise the Additional Shares (Over- Allotment Option, the “Over-Allotment Option Closing Date”) and time of closing. The Over-Allotment Option Agents shall, on the Closing Date, which may be the same as the Closing Date but shall in no event be earlier than the Closing Date, shall be a date that is not less than two nor Business Days and not more than five Business Days after providing the Over- Allotment Option Notice, as shall be specified in date of the delivery of the Over-Allotment Option NoticeNotice (such day to be specified by the Agents in their sole discretion), pay to the Company the aggregate purchase price for the Over-Allotment Debentures so purchased by wire transfer, certified cheque or bank draft in Canadian currency payable to or to the direction of the Company against delivery of one or more certificates in definitive form representing the Over- Allotment Debentures, registered as the Agents direct. The closing applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Article 7 relating to Closing) shall apply mutatis mutandis to the Closing of the purchase and sale issuance of any Additional Shares shall be completed in accordance with section 7 hereofOver-Allotment Debentures pursuant to any exercise of the Over-Allotment Option.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion to the total number of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercised in accordance with its termsexercisable, the Company shall deliver appropriate adjustments will be made to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates Debenture Price and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) number of Over-Allotment Debentures issuable on exercise thereof such that the Agents are entitled to arrange for the sale of the same number and (n), in each case dated type of securities that the Agents would have otherwise arranged for had they exercised such Over-Allotment Option Closing Dateimmediately prior to such subdivision, together with such further documentation as may be contemplated herein consolidation, reclassification or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requirechange.
Appears in 1 contract
Sources: Agency Agreement
Over Allotment Option. 10.1 The Company hereby grants to (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] shares of Common Stock (the “Option Shares”) at the Share Purchase Price.
(b) 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 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. The Over-Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative 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 must be at least one (1) Trading Day after such written notice is given and may be the same as the Closing Date but shall in no event not be earlier than the Closing DateDate or later than 10:00 a.m., shall be not less than two nor more than five Business Days New York City time, on the second (2nd) Trading Day after providing the Over- Allotment Option Notice, 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 location (including remotely by electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, each of the Underwriters, acting severally and not jointly, will become obligated to purchase, the number of Option Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to 682,500 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 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. 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 may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to 429,000 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 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. 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 may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Over Allotment Option. 10.1 (a) For the purposes of covering any over-allotments, the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 330,508 additional ADSs (the “Option Shares”). The Company hereby grants Option Shares are to be offered to the Underwriters public at the offering price of $2.36 per Option Share.
(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 ADS Purchase Price multiplied by the number of Option Shares to be purchased (the purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Underwriter as to all (at any time) or any part (from time to time) of the Option Shares within 30 days after the Execution Date. The Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingUnderwriter. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Underwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares (each, an “Option Closing Date”), which may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date Company and the Underwriter but shall in no event later than February 10, 2022, at the offices of SRF or at such other place (including remotely by facsimile or other electronic transmission) as shall be earlier than agreed upon by the Company and the Underwriter. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriter, and, subject to the terms and conditions set forth herein, the Underwriter will become obligated to purchase, the number of Option Notice, as shall be Shares specified in such notice. The Underwriter may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Sources: Underwriting Agreement (BiondVax Pharmaceuticals Ltd.)
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to 1,235,294 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 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. 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 may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of EGS or at such other place (including remotely by other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to 181,818 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 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. 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 may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Sources: Underwriting Agreement (Envision Solar International, Inc.)
Over Allotment Option. 10.1 14.1 The Company hereby grants to the Underwriters Agent may exercise the Over-Allotment Option at any time and from time to purchase severally, and not jointly or jointly and severally, in their sole discretion, time prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover overOver-allotments, if any, and for market stabilization purposes, exercisable Allotment Option Expiry Date by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise delivery of the Over-Allotment Option (the “Over-Allotment Option Notice”) Notice not later than two Business Days prior to purchase Additional Sharesexercise, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify specifying the number of Additional Units and Additional FT Shares to be purchased by the Underwriters under in respect of which the Over-Allotment Option is being exercised and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closing. The Over-Allotment Option Closing Date, which may Date shall be determined by the same as the Closing Date Agent but shall not be earlier than two Business Days or later than seven Business Days after the date of delivery of the Over-Allotment Notice and, in no event any event, shall not be earlier than the Closing Date.
14.2 Upon receipt of the Over-Allotment Notice, the Corporation shall be not less than two nor more than five Business Days after providing become obligated to issue and sell the number of Additional Units and Additional FT Shares set out in the Over- Allotment Option Notice, as shall be specified in Notice at the Over-Allotment Option Notice. The closing Closing Date in accordance with this Agreement against delivery of payment by the Agent of the purchase aggregate applicable offering price less any amount due pursuant to sections 16 and sale 19 hereof (it being understood that the Corporation shall grant Agent Compensation Options to the Agent in respect of any Additional Units and Additional FT Shares shall be completed in accordance with section 7 hereofissued and sold).
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion to the total number of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event 14.3 At the Over-Allotment Option is exercised in accordance with its termsClosing Date, the Company Corporation shall deliver to and the Underwriters at Agent shall have received all of the closing time specified in the Over-Allotment Option Notice:
(i) the documentscertificates, opinions, certificates agreements, materials or other documents specified in section 12 and other agreements 13 hereof brought forward to and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date. The issuance and sale of the Additional Units and Additional FT Shares at each Over-Allotment Option Closing Date shall be subject to the accuracy of the representations and warranties of the Corporation contained in this Agreement as of the Over-Allotment Option Closing Date and the performance by the Corporation of its obligations as contemplated by this Agreement, together with in all material respects. For greater certainty, the applicable terms, conditions and provisions of this Agreement (including the provisions of section 12 and 13 relating to Closing deliveries unless otherwise agreed to by the Corporation and the Agent) shall apply mutadis mutandis to the closing of the issuance and sale of the Additional Units and Additional FT Shares pursuant to the exercise of the Over-Allotment Option.
14.4 In the event the Corporation shall subdivise, consolidate or otherwise change its Common Shares prior to the Over-Allotment Option Closing Date, the number of Additional Units and Additional FT Shares into which the Over-Allotment Option is exercisable shall be similarly subdivided, consolidated or changed such further documentation as may that the Agent would be contemplated herein entitled to receive the equivalent of the number of Additional Units and Additional FT Shares that it would have otherwise been entitled to receive had it exercised the Over-Allotment Option prior to such subdivision, consolidation or as change. The offering price per Additional Unit and Additional FT Shares shall be adjusted accordingly and notice shall be given to the Underwriters Agent of such adjustment.
14.5 The closing of the issuance and sale of the Additional Units and Additional FT Shares shall be completed at the offices of Dentons Canada LLP, in Montréal, Québec, at the Over- Allotment Option Closing Date, or any Governmental Authority may reasonably require; and
(ii) such other items place as mutually agreed by the Underwriters may reasonably requireCorporation and the Agent.
Appears in 1 contract
Sources: Agency Agreement
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to 6,000,000 additional Ordinary Shares (the “Over-Allotment Shares”).
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Over-Allotment Shares is equal to the product of the Ordinary Share Purchase Price multiplied by the number of Over-Allotment Shares to be purchased (the purchase price to be paid on an Over-Allotment Closing Date, the “Over-Allotment Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Over-Allotment Shares beginning on the Closing Date and for 45 days after the closing of the Offering. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Over-Allotment Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, email or facsimile or other electronic transmission setting forth the number of Over-Allotment Shares to be purchased and the date and time for delivery of and payment for such Over-Allotment Shares (each, an “Over-Allotment Closing Date”), which may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but 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 in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Over-Allotment Shares do not occur on the Closing Date, each Over-Allotment Closing Date will be as set forth in the notice. On each Over-Allotment Closing Date, each exercising Underwriter shall deliver or cause to be not less than two nor more than five Business Days after providing delivered to the Over- Company, via wire transfer, immediately available funds equal to such Underwriter’s Option Closing Purchase Price and the Company shall concurrently deliver to, or as directed by, such Underwriter its respective Over-Allotment Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Option NoticeClosing. 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 Underwriter Counsel or such other location as the Company and Representative shall mutually agree. The Option Shares are to be offered to the public at the offering price set forth on the cover page of the Prospectus. Upon exercise of the Over-Allotment Option, the Company will, subject to the terms and conditions set forth herein, become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Over-Allotment Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Sources: Underwriting Agreement (Meten EdtechX Education Group Ltd.)
Over Allotment Option. 10.1 The Company hereby grants On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
(i) the Underwriters shall have the Over-Allotment Option option to purchase severallypurchase, severally and not jointly or jointly and severally, in their sole discretion, the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Sharesjointly, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to Option Shares from the Company in (the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Purchase Price”);
(ii) upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Shares to the several Underwriters;
(iii) The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Representative to the Company (the “Over-Allotment Exercise Notice”). The Underwriters must give the Over-Allotment Exercise Notice to the Company at least two business days prior to the Closing Date or the applicable Additional Closing Date”, as the case may be. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company.
(iv) and time of closing. The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;
(B) the Over-Allotment Option Purchase Price;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall in no event not be earlier than the Closing Date, shall be not less Date nor later than two nor more than five Business Days the tenth (10th) full business day after providing the Over- Allotment Option Notice, as shall be specified in date of the Over-Allotment Exercise Notice.
(v) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Representative at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at 10:00 a.m. ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing (an “Additional Closing Date”). The closing Option Shares Payment shall be made against delivery to the Representative for the respective accounts of the purchase and sale of any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion to the total number of Additional Shares as the percentages several Underwriters of the aggregate amount of Option Shares to be purchased at on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the Closing Time set out in Section 11.1 opposite sale of the name of such UnderwriterOption Shares duly paid by the Company.
10.4 In (vi) As additional compensation for the event the Over-Allotment Option is exercised in accordance with its termsRepresentative’s services, the Company shall deliver issue to the Underwriters Representative or its designees at the closing time specified of the Offering warrants (the “Representative’s Warrant”) to purchase that number of shares of the Company’s common stock equal to 4.0% of the aggregate number of ordinary shares sold in the OverOffering. 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 public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per share of common stock at the Offering. The Representative’s Warrant and the shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Representative’s Securities.” The Representative understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the underlying shares during the 180-Allotment Option Notice:
day period after the commencement of sales of the public offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Representative's Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the public offering to anyone other than (iA) an Underwriter or a selected dealer in connection with the documentsOffering, opinions, certificates or (B) a bona fide officer or partner of one of the Representative or of any such Underwriter or selected dealer; and other agreements and materials required under section 7, except with respect only if any such transferee agrees to the items 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 sections 5.1(i), (j), (k) the name or names and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or authorized denominations as the Underwriters or any Governmental Authority Representative may reasonably require; and
(ii) such other items as the Underwriters may reasonably requirerequest.
Appears in 1 contract
Sources: Underwriting Agreement (Cyngn, Inc.)
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to Common Shares (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 forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. 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 may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Sources: Underwriting Agreement (InMed Pharmaceuticals Inc.)
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to [__] additional Shares (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 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. 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 such Option Shares (each, an “Option Closing Date”), which may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Sources: Underwriting Agreement (Advanced Human Imaging LTD)
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to 495,106 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 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. 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 may will not be the same as the Closing Date but shall in no event be earlier than the Closing Date, shall be not less later than two nor more than five (2) full Business Days after providing the Over- Allotment Option Notice, date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment 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 Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its termsby 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 the Underwriters Section 2.3 deliverable at the closing time specified Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with shall occur at the offices of EGS or such further documentation as may be contemplated herein or other location as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany and Representative shall mutually agree.
Appears in 1 contract
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Underwriter is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to 645,000 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 Underwriter as to all (at any time) or any part (from time to time) of the Option Shares within 30 days after the Execution Date. The Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingUnderwriter. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Underwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Underwriter, at the offices of ▇▇▇▇▇ or at such other place (including remotely by facsimile or other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Underwriter. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriter, and, subject to the terms and conditions set forth herein, the Underwriter will become obligated to purchase, the number of Option Notice, as shall be Shares specified in such notice. The Underwriter may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Over Allotment Option. 10.1 The Company hereby grants to (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 120,000 shares of Company Common Stock representing 15% of the Closing Shares (the “Option Shares”).
(b) In connection with an exercise of the Over-Allotment Option to purchase severally, and not jointly or jointly and severally, in their sole discretionOption, the Additional purchase price to be paid for any Option Share is equal to the Closing Purchase Price, 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 on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following within 45 days after the Closing Date.
10.2 The notice of . 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. This Over-Allotment Option Notice”may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) to purchase Additional Sharesday following the Closing Date, in whole or in part, shall be given by Desjardins, on behalf the giving of the Underwriters, oral notice to the Company in from the manner Representative, followed promptly by written or electronic notice to the Company of such exercise (the “Option Notice”). The Option Notice shall set forth in section 19.1 hereof and shall specify the aggregate number of Additional Option Shares as to which such Over-Allotment Option is being exercised, and the date and time when the Option Shares are to be purchased by delivered (such date and time being herein referred to as the Underwriters under “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date nor earlier than the first (1st) business day after the date on which the Over-Allotment Option and shall have been exercised nor later than the closing fifth (5th) business day after the date for the issuance of the Additional Shares (the “on which such Over-Allotment Option Closing Date”) shall have been exercised unless the Company and time of closingthe Underwriters otherwise agree. The Over-Allotment Option Closing Date, which may be If the same as the Closing Date but shall in no event be earlier than the Closing Date, shall be not Underwriters elect to purchase less than two nor more than five Business Days after providing the Over- Allotment Option Notice, as shall be specified in the Over-Allotment Option Notice. The closing all of the purchase and sale of any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchasedOption Shares, each Underwriter agrees, severally and not jointly, or jointly and severally the Company agrees to purchase sell to the Underwriters the number of Additional Option Shares that bears obtained by multiplying the same proportion to the total number of Additional Option Shares as specified in such notice by a fraction, the percentages numerator of which is the aggregate amount number of Option Shares to be purchased at the Closing Time set out in Section 11.1 forth opposite the name of such Underwriter.
10.4 In the event Underwriters in Schedule I hereto under the caption “Number of Option Shares to be Purchased if the Over-Allotment Option is exercised in accordance with Fully Exercised” and the denominator of which is the total number of Option Shares. The Representative may retract its terms, the Company shall deliver to the Underwriters at the closing time specified in the exercise of such Over-Allotment Option Notice:at any time prior to the Option Closing Date by written notice to the Company.
(id) Payment of the documents, opinions, certificates purchase price for and other agreements and materials required under section 7, except with respect to delivery of the items in sections 5.1(i), (j), (k) and (n), in each case dated Option Shares shall be made on the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or Date in the same manner and at the same office as the Underwriters or any Governmental Authority may reasonably require; and
(iipayment for the Closing Shares as set forth in Section 2.1(c) such other items as the Underwriters may reasonably requirehereof.
Appears in 1 contract
Over Allotment Option. 10.1 The Company hereby grants On the basis of the representations, warranties and covenants herein and subject to the conditions herein,
1.2.1. the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), at a price per share equal to the Purchase Price (the “Over-Allotment Option to purchase severally, and not jointly or jointly and severally, in their sole discretion, the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.Purchase Price”);
10.2 The notice of 1.2.2. upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Shares to the several Underwriters;
1.2.3. the parties agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares.
1.2.4. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day following the date of the Final Prospectus, by written notice from the Representative to the Company (the “Over-Allotment Option Exercise Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of ). The Representative must give the Underwriters, Over-Allotment Exercise Notice to the Company in at least three (3) Business Days prior to the manner set forth in section 19.1 hereof and shall specify Closing Date or the number applicable Additional Closing Date, as the case may be. The Representative may cancel any exercise of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and at any time prior to the closing date for Closing Date or the issuance applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Additional Company.
(i) The Over-Allotment Exercise Notice shall set forth:
(A) the aggregate number of Option Shares (as to which the “Over-Allotment Option Closing Date”is being exercised;
(B) and time of closing. The the Over-Allotment Option Purchase Price;
(C) the names and denominations in which the Option Shares are to be registered; and
(D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall in no event not be earlier than the Closing Date, shall be not less Date nor later than two nor more than five the tenth (10th) full Business Days Day after providing the Over- Allotment Option Notice, as shall be specified in date of the Over-Allotment Exercise Notice.
(ii) Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Representative on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth (5th) Business Day thereafter, as the Representative and the Company may agree upon in writing (an “Additional Closing Date”). The closing Option Shares Payment shall be made against delivery to the Representative for the respective accounts of the purchase and sale of any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion to the total number of Additional Shares as the percentages several Underwriters of the aggregate amount of Option Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option on any Additional Closing Date, together with such further documentation as may any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Shares duly paid by the Company. Delivery of the Option Shares shall be contemplated herein or as made through the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as facilities of DTC unless the Underwriters may reasonably requireRepresentative shall otherwise instruct.
Appears in 1 contract
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase up to 247,500 shares of Common Stock, representing fifteen percent (15%) of the Underwriters Closing Shares (the “Option Shares”).
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased (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 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. 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. Such notice shall set 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 may will not be later than the same earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of Fox Rothschild or at such other place (including remotely by facsimile or other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to 450,000 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 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. 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 may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Over Allotment Option. 10.1 The Company In consideration of and subject to the issuance of the Units and the Flow-Through Units, the Corporation hereby grants to the Underwriters the Over-Allotment Option to purchase severallythe Agents, and not jointly or jointly and severally, in their sole discretion, the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes. If, exercisable by written notice not later than and to the 30th day following extent that, the Agents exercise the Over-Allotment Option, subject to the terms and conditions of this Agreement, the Corporation shall issue and sell, on the Option Closing Date (which date may be the Closing Date), the number of Additional Units indicated in the Option Notice at the Unit Offering Price or the Flow-Through Offering Price, as applicable.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Sharesmay be exercised, in whole or in part, shall be given on or before 5:00 p.m. (Vancouver time) on the date which is 30 days from the Closing Date, by Desjardins, delivery by the Lead Agent on behalf of the Underwriters, Agents of written notice to the Company in the manner set forth in section 19.1 hereof and shall specify Corporation, not later than two business days prior to exercise, confirming the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance Units in respect of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closing. The Over-Allotment Option Closing Date, which may be the same as the Closing Date but shall in no event be earlier than the Closing Date, shall be not less than two nor more than five Business Days after providing the Over- Allotment Option Notice, as shall be specified in the Over-Allotment Option Notice. The closing of the purchase and sale of any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion to the total number of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is being exercised (the “Option Notice”). The obligations of the Agents to complete the purchase of the Additional Units under this Agreement, upon the exercise of the Over-Allotment Option, is subject to the receipt by the Agents of a Bring Down Comfort Letter, the Legal Opinions, the U.S. Legal Opinion, the U.S. Tax Opinion and Officers’ Certificate, each dated the Option Closing Date, as the Agents may reasonably request.
10.3 Notwithstanding the foregoing, in accordance with its all other respects, the applicable terms, the Company shall deliver conditions and provisions of this Agreement will apply mutatis mutandis to the Underwriters at Option Closing Date and the closing time specified in Additional Units. For the avoidance of doubt, to the extent that the Over-Allotment Option Notice:
(i) is exercised, the documentsAgents will be entitled to the Agents’ Fee, opinions, certificates the Compensation Shares and other agreements and materials required under section 7, except the Compensation Options with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireAdditional ▇▇▇▇▇.
Appears in 1 contract
Sources: Agency Agreement (Veris Gold Corp.)
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Shares, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to 783,970 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 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Option Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. 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 may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of Mintz or at such other place (including remotely by other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Closing Date, shall each Option Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- 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 Notice, as shall be Shares specified in such notice. On the Option Closing Date, the Representative shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to the aggregate purchase price for the Option Shares. The Representative may cancel the Over-Allotment Option Notice. The closing of the purchase and sale of at any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion time prior to the total number expiration of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such Underwriter.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver by written notice to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably requireCompany.
Appears in 1 contract
Over Allotment Option. 10.1 The Company (a) For the purposes of covering any over-allotments, the Representative is hereby grants granted an option (the “Over-Allotment Option”) to purchase, in the Underwriters aggregate, up to 1,548,522 additional Shares (the “Over-Allotment Shares”).
(b) In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for the Over-Allotment Shares is equal to the product of the Common Stock Purchase Price multiplied by the number of Over-Allotment Shares to be purchased (the purchase price to be paid on an Over-Allotment Closing Date, the “Over-Allotment Closing Purchase Price”).
(c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Over-Allotment Shares for 45 days after the closing of the Offering. An Underwriter will not be under any obligation to purchase severally, and not jointly or jointly and severally, in their sole discretion, any Over-Allotment Shares prior to the Additional Shares on the terms set forth in the Final Prospectus solely to cover over-allotments, if any, and for market stabilization purposes, exercisable by written notice not later than the 30th day following the Closing Date.
10.2 The notice of exercise of the Over-Allotment Option (the “Over-Allotment Option Notice”) to purchase Additional Shares, in whole or in part, shall be given by Desjardins, on behalf of the Underwriters, to the Company in the manner set forth in section 19.1 hereof and shall specify the number of Additional Shares to be purchased by the Underwriters under the Over-Allotment Option and the closing date for the issuance of the Additional Shares (the “Over-Allotment Option Closing Date”) and time of closingRepresentative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, email or facsimile or other electronic transmission setting forth the number of Over-Allotment Shares to be purchased and the date and time for delivery of and payment for such Over-Allotment Shares (each, an “Over-Allotment Closing Date”), which may will not be later than two (2) full Business Days after the same date of the notice or such other time as shall be agreed upon by the Closing Date but Company and the Representative, at the offices of K&C or at such other place (including remotely by facsimile or other electronic transmission) as shall in no event be earlier than agreed upon by the Company and the Representative. If such delivery and payment for the Over-Allotment Shares does not occur on the Closing Date, shall each Over-Allotment Closing Date will be not less than two nor more than five Business Days after providing as set forth in the Over- notice. Upon exercise of the Over-Allotment Option NoticeOption, as shall be the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Over-Allotment Shares specified in such notice. The Representative may cancel the Over-Allotment Option Notice. The closing at any time prior to the expiration of the purchase and sale of any Additional Shares shall be completed in accordance with section 7 hereof.
10.3 If any Additional Shares are purchased, each Underwriter agrees, severally and not jointly, or jointly and severally to purchase the number of Additional Shares that bears the same proportion Over- Allotment Option by written notice to the total number of Additional Shares as the percentages of the aggregate amount of Shares to be purchased at the Closing Time set out in Section 11.1 opposite the name of such UnderwriterCompany.
10.4 In the event the Over-Allotment Option is exercised in accordance with its terms, the Company shall deliver to the Underwriters at the closing time specified in the Over-Allotment Option Notice:
(i) the documents, opinions, certificates and other agreements and materials required under section 7, except with respect to the items in sections 5.1(i), (j), (k) and (n), in each case dated the Over-Allotment Option Closing Date, together with such further documentation as may be contemplated herein or as the Underwriters or any Governmental Authority may reasonably require; and
(ii) such other items as the Underwriters may reasonably require.
Appears in 1 contract
Sources: Underwriting Agreement (Seachange International Inc)