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Purchase Sale and Delivery of Offered Securities Clause Example with 276 Variations from Business Contracts
This page contains Purchase Sale and Delivery of Offered Securities clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the R...epresentatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., New York time, on December 21, 2016, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Company and the Representatives, such time being herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct.
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Gulfport Energy Corp contract
Variations of a "Purchase Sale and Delivery of Offered Securities" Clause from Business Contracts
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth herein, forth, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of $20.96250 per share, Company the respective number numbers of shares of Firm Securities Stock set forth opposite the names name of the Underwriters suc...h Underwriter in Schedule A hereto. The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $11.75 per share (the "Purchase Price"). The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable Stock to the Representatives Underwriters for their respective accounts through the facilities of The Depository Trust Company, issued in such names and in such denominations as the Underwriters may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn payable to the order of the Company, Company for the Firm Stock sold by them all at the office offices of Cravath, Swaine & Moore Cooley LLP, 825 Eighth Avenue, 55 Hudson Yards, New York, NY 10019, New York 10001. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriters hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on December 21, 2016, or at May 3, 2021, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as shall be agreed upon by the Company payment and the Representatives, such time being delivery are herein referred to as the "First Closing "Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First The Closing Date (if later than and the otherwise applicable settlement date) shall be location of delivery of, and the settlement date for form of payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of for, the Firm Securities will Stock may be made through the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to varied by agreement among the Company from time to time not more than 30 days subsequent to and the date of the Final Prospectus, the Representatives. The Underwriters may purchase all or less than all of the Optional Securities at the purchase Option Stock. The price per Security share to be paid for the Firm Securities. Such notice Option Stock shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Securities Option Stock specified in such the written notice delivered by the Underwriters to the Company described below and the Underwriters agree, severally and not jointly, agree to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears Option Stock. The option granted hereby may be exercised as to all or any part of the Option Stock at any time, and from time to time, not more than thirty (30) days subsequent to the total number date of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. this Agreement. No Optional Securities Option Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously are, is, sold and delivered. The right to purchase the Optional Securities Option Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Underwriters to the Company. Each Optional Closing Date shall 19 The option granted hereby may be determined exercised by written notice being given to the Company by the Representatives setting forth the number of shares of the Option Stock to be purchased by each Underwriter and the date and time for delivery of and payment for the Option Stock. Each date and time for delivery of and payment for the Option Stock (which may be the Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be not earlier than two (2) business days nor later than five full (5) business days after written notice of election is given; provided, however, that in the event that the Option Closing Date is to purchase Optional Securities happen concurrently with the Closing Date, the Option Closing Date may occur one (1) business day after such written notice is given. The Option Closing Date and the Closing Date are herein called the "Closing Dates." The Company will deliver the Optional Securities being purchased by Option Stock to the Underwriters to or for their respective accounts through the facilities of The Depository Trust Company, issued in such names and in such denominations as instructed the Underwriters may direct by the Representatives for the accounts of the several Underwriters notice in a form reasonably acceptable writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the purchase price for such Optional Securities aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn Underwriters payable to the order of the Company, Company all at the above office offices of Cravath, Swaine & Moore LLP. Delivery Cooley LLP, 55 Hudson Yards, New York, New York 10001. Time shall be of the Optional Securities will be made through essence, and delivery at the facilities time and place specified pursuant to this Agreement is a further condition of the DTC unless obligations of the Representatives shall otherwise instruct. Underwriters hereunder. The Option Closing Date and the location of delivery of, and the form of payment for, the Option Stock may be varied by agreement among the Company and the Representatives. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.
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Aldeyra Therapeutics, Inc. contract
Purchase Sale and Delivery of Offered Securities. On the basis The time and date of the representations, warranties delivery and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, closing shall be at a purchase price of $20.96250 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the ...Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 [10:00] A.M., New York time, on December 21, 2016, or at November [●], 2021, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as shall be agreed upon by the Company payment and the Representatives, such time being delivery are herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First "Closing Date". The Closing Date (if later than and the otherwise applicable settlement date) shall be location of delivery of, and the settlement date for form of payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of for, the Firm Securities will Stock may be made through the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to varied by agreement between the Company from time to time not more than 30 days subsequent to and the date of the Final Prospectus, the Representatives. The Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm Securities. Such notice Optional Stock shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Securities Stock specified in such the written notice delivered by the Representatives to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Securities. Stock. Such shares of Optional Securities Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter's name on Schedule A bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives to eliminate fractions) and fractions). The option granted hereby may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale exercised as to all or any part of the Firm Securities. Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously are, is, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date 15 The option granted hereby shall be determined exercised by written notice being given to the Company by Representatives setting forth the number of shares of the Optional Stock to be purchased by the Representatives Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Option Closing Date and the Closing Date are herein called the "Closing Dates." The Company will deliver the Optional Securities being purchased by the Underwriters Stock to or as instructed by the Representatives for the respective accounts of the several Underwriters in a the case of the Company, through the facilities of The Depository Trust Company or, at the election of the Representatives, in the form reasonably acceptable of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the purchase price for such Optional Securities aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn Representatives payable to the order of the Company, Company all at the above office offices of Cravath, Swaine & Moore LLP. Delivery Cooley LLP, 55 Hudson Yards, New York, New York 10001. Time shall be of the Optional Securities will be made essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company, in the event the Representatives elect to have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, shall make the DTC unless certificates for the Optional Stock available to the Representatives shall otherwise instruct. for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement among the Company and the Representatives. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.
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908 Devices Inc. contract
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth herein, forth, the Company agrees to sell to the several Underwriters, Underwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a the Firm Stock. The purchase price of $20.96250 per share, share to be paid by the respective number Underwriter to the Company for each share of Firm Secur...ities set forth opposite the names of the Underwriters in Schedule A hereto. Stock will be $0 (the "Purchase Price"). 13 Exhibit 1.1 The Company will deliver the Firm Securities Stock to or as instructed by the Representatives Underwriter for the accounts account of the several Underwriters Underwriter through the facilities of The Depository Trust Company issued in a form reasonably acceptable such names and in such denominations as the Underwriter may direct by notice in writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date, against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by a wire transfer to an account at a bank specified to the Underwriter by the Company (and acceptable to the Representatives) drawn payable to the order of the Company, Company. Time shall be of the essence, and delivery at the office time and place specified pursuant to this Agreement is a further condition of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., a.m., New York time, on December 21, 2016, or at April 17, 2018. The time and date of such other time not later than seven full business days thereafter as shall be agreed upon by the Company payment and the Representatives, such time being delivery are herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First "Closing Date". The Closing Date (if later than and the otherwise applicable settlement date) shall location of delivery of, and the form of payment for, the Securities may be varied by agreement between the settlement date for payment Company and the Underwriter. For the purpose of funds covering any over‐allotments in connection with the distribution and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery sale of the Firm Securities will be made through Stock as contemplated by the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm Securities. Such notice Optional Stock shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). Purchase Price. The Company agrees to sell to the Underwriters Underwriter the number of shares of Optional Securities Stock specified in such the written notice delivered by the Underwriter to the Company described below and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears Optional Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the total number date of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously are, is, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time prior to the exercise of such right upon written notice by the Representatives Underwriter to the Company. Each Optional Closing Date shall The option granted hereby may be determined exercised by written notice being given to the Company by the Representatives Underwriter setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Company will deliver Option Closing Date and the Optional Closing Date are herein called the "Closing Dates." The Underwriter proposes to offer the Securities being purchased by for sale upon the Underwriters to or as instructed by terms and conditions set forth in the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Prospectus.
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VERMILLION, INC. contract
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth herein, forth, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, agree, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 per share, Company the respective number of shares of Firm Securities Stock set forth opposite the names of the Underwriters in Schedule A hereto. The pu...rchase price per share to be paid by the Underwriters to the Company for the Stock will be $1.41 per share (the "Purchase Price"). The Company will deliver the Firm Securities Stock to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depository Trust Company, in a form reasonably acceptable each such case, issued in such names and in such denominations as the Representative may direct by notice in writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn payable to the order of the Company, Company for the Firm Stock sold by them all at the office offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts 02111. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on December 21, 2016, or at 11, 2018, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as shall be agreed upon by the Company payment and the Representatives, such time being delivery are herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First "Closing Date". The Closing Date (if later than and the otherwise applicable settlement date) shall location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the settlement date for payment of funds Company and delivery of securities for all the Offered Securities sold pursuant to Representative. In connection with the offering. Delivery distribution and sale of the Firm Securities will be made through Stock as contemplated by the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm Securities. Such notice Optional Stock shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Securities Stock specified in such the written notice delivered by the Representative to the Company described below and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite Optional Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such Underwriter's name bears exercise must be delivered not more than thirty (30) days subsequent to the total number date of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously are, is, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. Each Optional Closing Date The option granted hereby shall be determined exercised by written notice being given to the Company by the Representatives Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Option Closing Date and the Closing Date are herein called the "Closing Dates." The Company will deliver the Optional Securities being purchased by Stock to the Underwriters to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company, issued in a form reasonably acceptable such names and in such denominations as the Representative may direct by notice in writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the purchase price for such Optional Securities aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn Representative payable to the order of the Company, Company for the Optional Stock sold by it, all at the above office offices of Cravath, Swaine & Moore LLP. Delivery Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Masachusetts 02111. Time shall be of the Optional Securities will be made through essence, and delivery at the facilities time and place specified pursuant to this Agreement is a further condition of the DTC unless obligations of each Underwriter hereunder. The Option Closing Date and the Representatives shall otherwise instruct. location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and the Representative. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.
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VIVEVE MEDICAL, INC. contract
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company Partnership agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, Partnership, at a purchase price of $20.96250 $11.768 per share, the respective common unit, that number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in ...Schedule A hereto. hereto under the caption "Number of Firm Securities Offered". The Company Partnership will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts account of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price for such Firm Securities by the Underwriters applicable Underwriter in Federal (same day) funds by a wire transfer to an account account, at a bank specified by the Company Partnership (and acceptable to the Representatives) Representative), drawn to the order of the Company, Partnership, at the office of Cravath, Swaine & Moore Norton Rose Fulbright US LLP, 825 Eighth Avenue, New York, NY 10019, 1301 McKinney Street, Suite 5100, Houston, Texas 77010, at 10:00 9:00 A.M., New York time, on December 21, August 16, 2016, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Company Partnership Parties and the Representatives, Representative, such time being herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of the DTC Depositary Trust Company (the "DTC") unless the Representatives Representative shall otherwise instruct. In addition, upon written notice from the Representatives Representative given to the Company Partnership from time to time not more than 30 days subsequent to the date of the Final Prospectus, the several Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Shares Securities to be sold by the Company Partnership as to which the several Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares Securities will be delivered (each time for the delivery of and payment for the Optional Securities, Securities being herein referred to as an "Optional Closing Date", Date," which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company Partnership agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice several Underwriters, and the several Underwriters agree, severally and not jointly, agree to purchase such purchase, the Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be 15 sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. Partnership. Each Optional Closing Date shall be determined by the Representatives Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Partnership will deliver the Optional Securities being purchased by the several Underwriters on each Optional Closing Date to or as instructed by the Representatives several Underwriters for the accounts account of the several Underwriters in a form reasonably acceptable to the Representatives Representative, against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by a wire transfer to an account account, at a bank specified by the Company (and acceptable to the Representatives) Representative, drawn to the order of the Company, Partnership, at the above office of Cravath, Swaine & Moore Norton Rose Fulbright US LLP. Delivery The delivery of the any Optional Securities will be made through the facilities of the DTC unless the Representatives Representative shall otherwise instruct.
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Hi-Crush Partners LP contract
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth herein, forth, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, agree, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 per share, the respective number of shares of Firm Securities Stock set forth opposite the names of the Underwriters in Schedule A I hereto. The purchase... price to be paid by the Underwriters to the Company for each share of Firm Stock will be $7.52 (the "Purchase Price"). The Company will deliver the Firm Securities Stock to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company issued in a form reasonably acceptable such names and in such denominations as the Representative may direct by notice in writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date, against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn Representative payable to the order of the Company, Company at the office offices of Cravath, Swaine & Moore Goodwin Procter LLP, 825 The New York Times Building, 620 Eighth Avenue, New York, NY 10019, New York. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., a.m., New York time, on December 21, 2016, or at February 25, 2014, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as shall be agreed upon by the Company payment and the Representatives, such time being delivery are herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First "Closing Date". The Closing Date (if later than and the otherwise applicable settlement date) shall location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the settlement date for payment Company and the Representative. For the purpose of funds covering any over-allotments in connection with the distribution and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery sale of the Firm Securities will be made through Stock as contemplated by the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm Securities. Such notice Optional Stock shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Securities Stock specified in such the written notice delivered by Cowen to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Securities. Stock. Such shares of Optional Securities Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter's name on Schedule I bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives Cowen to eliminate fractions) and fractions). The option granted hereby may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale exercised as to all or any part of the Firm Securities. Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously are, is, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time prior to the exercise of such right upon written notice by the Representatives Cowen to the Company. Each Optional Closing Date shall The option granted hereby may be determined exercised by written notice being given to the Company by the Representatives Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Company will deliver Option Closing Date and the Optional Securities being purchased by Closing Date are herein called the Underwriters to or as instructed by the Representatives for the accounts of the "Closing Dates." 14 The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. Prospectus.
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Cytokinetics, Incorporated contract
Purchase Sale and Delivery of Offered Securities. (a) Purchase of Firm Securities. On the basis of the representations, representations and warranties and agreements herein contained, and subject to the terms and conditions herein set forth herein, forth, the Company agrees to issue and sell to the several Underwriters, each Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 $0.9108 per share, Share together with 0.75 of a Warrant, at a price of... $0.0092 per 0.75 of a Warrant (which prices reflect the respective underwriting discount specified in Section 3(a)(i) below) (the "Purchase Price"), that number of Firm Offered Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver opposite the name of such Underwriter (the "Firm Securities"). (b) Payment and Delivery of Firm Securities. Delivery of the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the applicable purchase price by the Underwriters in Federal (same day) federal funds by a wire transfer to an account at a bank specified designated by the Company (and acceptable to shall be made at 10:00 a.m., New York City time, on the Representatives) drawn to third Business Day following the order effective date (the "Effective Date") of the Company, at Registration Statement (as defined below) (or the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., New York time, on December 21, 2016, fourth Business Day following the Effective Date, if the Registration Statement is declared effective after 4:30 p.m.) or at such other time not later than seven full business days thereafter and place as shall be agreed upon by the Company Representative and the Representatives, such time being herein referred to as Company. The hour and date of delivery and payment for the Firm Securities is called the "First Closing Date." For purposes 1 (c) Purchase of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written Option Securities. Upon notice from the Representatives Representative given to the Company from time to time not more than 30 45 days subsequent to the date of the Final Prospectus, Prospectus (as defined below) the Underwriters may purchase all or less than all of the Optional Securities an additional 937,500 Shares and/or 703,125 Warrants to purchase an additional 703,125 Shares (the "Option Securities") at the a purchase price of $0.9108 per Security to be paid for Share and $0.01226 per full Warrant (which reflects the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). underwriting discount specified in Section 3(a)(i)). The Company agrees to sell to the Underwriters the number of shares of Optional Option Securities (Shares and/or Warrants) specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Option Securities. No Optional Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Option Securities or any portion potion thereof (the "Over-allotment Option") may be exercised from time to time and and, to the extent not previously exercised exercised, may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. The Underwriters will be under no obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, facsimile transmission or electronic mail setting forth the number of Option Securities to be purchased. Each Optional time for the delivery of and payment for the Option Securities, being referred to herein as the "Option Closing Date," which may be the First Closing Date (the First Closing Date and each Option Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives Representative but shall be not no later than five full business days Business Days after the written notice of the election to purchase Optional Securities exercise the Over-allotment Option is given. The Company will deliver the Optional Securities being purchased by the Underwriters to or as instructed by the Representatives for the accounts (d) Payment and Delivery of Option Securities. Delivery of the several Underwriters Option Securities in a form reasonably acceptable to the Representatives Representative against payment of the applicable purchase price for such Optional Securities by the Underwriters in Federal (same day) federal funds by wire transfer to an account at a bank specified designated by the Company (and acceptable shall be made on each Option Closing Date to or as instructed by the Representatives) drawn to Representative for the order accounts of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. several Underwriters.
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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth herein, forth, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, agree, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 per share, Company the respective number of shares of Firm Securities Stock set forth opposite the names of the Underwriters in Schedule A hereto. The pu...rchase price per share to be paid by the Underwriters to the Company for the Stock will be $2.82 per share (the "Purchase Price"). The Company will deliver the Firm Securities Stock to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depository Trust Company, in a form reasonably acceptable each such case, issued in such names and in such denominations as the Representative may direct by notice in writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn payable to the order of the Company, Company for the Firm Stock sold by them all at the office offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts 02111. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on December 21, 2016, or at February 12, 2018, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as shall be agreed upon by the Company payment and the Representatives, such time being delivery are herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First "Closing Date". The Closing Date (if later than and the otherwise applicable settlement date) shall location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the settlement date for payment Company and the Representative. For the purpose of funds covering any over-allotments in connection with the distribution and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery sale of the Firm Securities will be made through Stock as contemplated by the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm Securities. Such notice Optional Stock shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Securities Stock specified in such the written notice delivered by the Representative to the Company described below and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite Optional Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such Underwriter's name bears exercise must be delivered not more than thirty (30) days subsequent to the total number date of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously are, is, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. Each Optional Closing Date The option granted hereby shall be determined exercised by written notice being given to the Company by the Representatives Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Option Closing Date and the Closing Date are herein called the "Closing Dates." The Company will deliver the Optional Securities being purchased by Stock to the Underwriters to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company, issued in a form reasonably acceptable such names and in such denominations as the Representative may direct by notice in writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the purchase price for such Optional Securities aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn Representative payable to the order of the Company, Company for the Optional Stock sold by it, all at the above office offices of Cravath, Swaine & Moore LLP. Delivery Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Masachusetts 02111. Time shall be of the Optional Securities will be made through essence, and delivery at the facilities time and place specified pursuant to this Agreement is a further condition of the DTC unless obligations of each Underwriter hereunder. The Option Closing Date and the Representatives shall otherwise instruct. location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and the Representative. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.
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VIVEVE MEDICAL, INC. contract
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth herein, forth, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, agree, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 per share, Company the respective number numbers of shares of Firm Securities Stock set forth opposite the names of the Underwriters in Schedule A hereto.... The purchase price per share to be paid by the Underwriters to the Company for the Stock will be $[ ] per share (the "Purchase Price"). The Company will deliver the Firm Securities Stock to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depository Trust Company, in a form reasonably acceptable each such case, issued in such names and in such denominations as the Representative may direct by notice in writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn payable to the order of the Company, Company for the Firm Stock sold by them all at the office offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Masachusetts 02111. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on December 21, 2016, or at May [ ], 2015, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as shall be agreed upon by the Company payment and the Representatives, such time being delivery are herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First "Closing Date". The Closing Date (if later than and the otherwise applicable settlement date) shall location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the settlement date for payment Company and the Representative. For the purpose of funds covering any over-allotments in connection with the distribution and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery sale of the Firm Securities will be made through Stock as contemplated by the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm Securities. Such notice Optional Stock shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Securities Stock specified in such the written notice delivered by the Representative to the Company described below and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears Optional Stock. The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the total number date of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously are, is, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. Each Optional Closing Date shall The option granted hereby may be determined exercised by written notice being given to the Company by the Representatives Representative setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Option Closing Date and the Closing Date are herein called the "Closing Dates." The Company will deliver the Optional Securities being purchased by Stock to the Underwriters to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company, issued in a form reasonably acceptable such names and in such denominations as the Representative may direct by notice in writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the purchase price for such Optional Securities aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn Representative payable to the order of the Company, Company all at the above office offices of Cravath, Swaine & Moore LLP. Delivery Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Masachusetts 02111. Time shall be of the Optional Securities will be made through essence, and delivery at the facilities time and place specified pursuant to this Agreement is a further condition of the DTC unless obligations of each Underwriter hereunder. The Option Closing Date and the Representatives shall otherwise instruct. location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and the Representative. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.
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Aldeyra Therapeutics, Inc. contract
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth herein, forth, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, agree, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 per share, the respective number numbers of shares of Firm Securities Stock set forth opposite the names of the Underwriters in Schedule A hereto. The pu...rchase price per share to be paid by the Underwriters to the Company for the Firm Stock will be $[—] per share (the "Purchase Price"). The Company will deliver the Firm Securities Stock to or as instructed by the Representatives for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depository Trust Company, issued in a form reasonably acceptable such names and in such denominations as the Representatives may direct by notice in writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Firm Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn Representatives payable to the order of the Company, all at the office offices of Cravath, Swaine & Moore Cooley LLP, 825 Eighth Avenue, New York, NY 10019, 3175 Hanover Street, Palo Alto, California 94304-1130. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and payment shall be at 10:00 A.M., New York time, on December 21, 2016, or at [—], 2015, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as shall be agreed upon by the Company delivery and the Representatives, such time being payment are herein referred to as the "First "Firm Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First The Firm Closing Date (if later than and the otherwise applicable settlement date) shall location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the settlement date for payment Company and the Representatives. For the purpose of funds covering any over-allotments in connection with the distribution and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery sale of the Firm Securities will be made through Stock as contemplated by the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the Stock. The purchase price per Security share to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Underwriters to the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may Stock will be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice Underwriters, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for from the account of each Underwriter in the same proportion as Company, the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment Optional Stock specified in the written notice delivered by the Representatives to eliminate fractions) and the Company described below. The option granted hereby may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale exercised as to all or any part of the Firm Securities. Optional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously are, is being, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date shall The option granted hereby may be determined exercised by written notice being given to the Company by the Representatives setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be the Firm Closing Date, but not earlier) is herein called the "Option Closing Date" and shall in no event be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Option Closing Date and the Firm Closing Date are herein called the "Closing Dates." 14 The Company will deliver the Optional Securities being purchased by the Underwriters Stock to or as instructed by the Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company, issued in a form reasonably acceptable such names and in such denominations as the Representatives may direct by notice in writing to the Representatives Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the purchase price for such Optional Securities aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn Representatives payable to the order of the Company, all at the above office offices of Cravath, Swaine & Moore LLP. Delivery Cooley LLP, 3175 Hanover Street, Palo Alto, California 94304-1130. Time shall be of the Optional Securities will be made through essence, and delivery at the facilities time and place specified pursuant to this Agreement is a further condition of the DTC unless obligations of each Underwriter hereunder. The Option Closing Date and the Representatives shall otherwise instruct. location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and the Representatives. The several Underwriters propose to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.
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