Purchase of Additional Units. Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase the Additional Units in accordance with this paragraph and agrees to sell to the Underwriters the Additional Units, and the Underwriters shall have the right to purchase, severally and not jointly (nor jointly and severally), up to 1,538,461 Additional Units at 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 Additional Shares. The Option may be exercised by the Underwriters in respect of: (i) Additional Units at the Purchase Price; or (ii) Additional Shares at a price of $5.6064 per Additional Share; or (iii) Additional Warrants at a price of $0.0096 per Additional Warrant; or (iv) Any combination of Additional Units, Additional Shares and/or Additional Warrants so long as the aggregate number of Additional Shares and Additional Warrants that may be issued under the Option does not exceed 1,538,461 Additional Shares and 1,538,461 Additional Warrants. The Option may be exercised in whole or in part at any time and from time to time on or before the 30th day after the date of this Agreement, upon written notice (an “Option Exercise Notice”) by the Representative to the Company no later than 12:00 noon, New York City time, at least one and no more than five business days before the date specified for closing in the Option Exercise Notice. Any Option Exercise Notice shall specify the number of Additional Units, Additional Shares or Additional Warrants to be purchased by the Underwriters and the date on which such Additional Units, Additional Shares or Additional Warrants are to be purchased. On each day, if any, that Additional Units, Additional Shares or Additional Warrants are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly (nor jointly and severally), to purchase the number of Additional Units, Additional Shares or Additional Warrants (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Units, Additional Shares or Additional Warrants to be purchased on such Option Closing Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units.
Appears in 1 contract
Purchase of Additional Units. Subject to all On the terms and conditions of this AgreementOption Closing Date, the Company grants Holder listed on Exhibit B (the “Option to the several Underwriters to purchase the Additional Units in accordance with this paragraph and Holder”) agrees to sell to the Underwriters the Additional UnitsPartnership, and the Underwriters shall have Partnership agrees to purchase from the right to purchase, severally and not jointly (nor jointly and severally), up to 1,538,461 Additional Units at 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 Additional Shares. The Option may be exercised by the Underwriters in respect of:
(i) Additional Units Holder at the Purchase Price; or
(ii) Additional Shares at , a price number of $5.6064 per Additional Share; or
(iii) Additional Warrants at a price Common Units equal to the number of $0.0096 per Additional Warrant; or
(iv) Any combination of Additional Units, Additional Shares and/or Additional Warrants so long as Option Units purchased by the Underwriter but which may not exceed the aggregate number of Common Units listed on Exhibit B (the “Additional Shares Units” and together with the Purchased Units, the “Units”).
2.1 The closing of the purchase and sale of the Additional Warrants that may be issued under Units shall take place at such place and such time so as to coincide with the Underwriter’s purchase of the Option does not exceed 1,538,461 Additional Shares and 1,538,461 Additional Warrants. The Option may be exercised in whole or in part at any time and from time to time on or before the 30th day after the date of this Agreement, upon written notice (an “Option Exercise Notice”) by the Representative Units pursuant to the Company no later than 12:00 noon, New York City time, at least one and no more than five business days before Underwriting Agreement (the date specified for closing in the Option Exercise Notice. Any Option Exercise Notice shall specify the number of Additional Units, Additional Shares or Additional Warrants to be purchased by the Underwriters and the date on which such Additional Units, Additional Shares or Additional Warrants are to be purchased. On each day, if any, that Additional Units, Additional Shares or Additional Warrants are to be purchased (an “Option Closing Date”)) from the Partnership in the Public Offering. The Option Closing Date and the Offering Closing Date are collectively referred to herein as the “Closing Date.”
2.2 On the Option Closing Date, each Underwriter agreesthe Option Holder shall sell to the Partnership all its right, severally title and not jointly (nor jointly interest in and severally), to purchase the number of Additional Units, Additional Shares free and clear of all liens or Additional Warrants (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion other limitations or restrictions and deliver to the total number of Partnership the certificate or certificates representing the Additional Units, duly endorsed in blank or accompanied by separate stock powers so endorsed. The Option Holder shall execute the certificate of transfer on the back of the certificate or certificates representing the Additional Shares or Additional Warrants to be purchased Units.
2.3 The Partnership shall pay the aggregate Purchase Price on such the Option Closing Date as by wire transfer of immediately available funds to an account of the Option Holder (the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears for which account shall have been furnished to the total number of Firm UnitsPartnership at least one business day prior to the Option Closing Date).
Appears in 1 contract
Sources: Common Unit Purchase Agreement (Inergy Holdings, L.P.)