Category
Industry
Companies
Contracts
Purchase Sale and Delivery of the Shares Clause Example with 42 Variations from Business Contracts
This page contains Purchase Sale and Delivery of the Shares 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 the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of General Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (b) On the basis of the representations, warranties and covenan...ts herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of Brookfield Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (c) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds against delivery of book-entry interests therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." As used herein, "business day" means a day on which the NASDAQ Global Select Market is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Shares but not payable on the Option Shares. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which the Option Shares are to be delivered. The time and date at which book-entry interests for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option (unless the Representative and the Company otherwise agree in writing), nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). Notwithstanding any of the foregoing to the contrary, if the date of exercise of the option is two or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of General Shares being purchased by such Underwriter bears to the total number of General Shares, adjusted by you in such manner as to avoid fractional shares. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in federal (same day) funds drawn to the order of the Company against delivery of book-entry interests therefor through the facilities of The Depository Trust Company, New York, New York.
View More
Found in
TerraForm Power, Inc. contract
Variations of a "Purchase Sale and Delivery of the Shares" Clause from Business Contracts
Purchase Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company agrees Selling Stockholders agree, severally and not jointly, to sell to the Underwriters each Underwriter and each Underwriter agrees, severally and not jointly, to purchase, purchase from the Selling Stockholders, at a price of $[●] $23.22 per share, the number of General Shares set forth opposite the name of each Underwriter on Schedule I he...reto, subject to adjustments in accordance with Section 8 10 hereof. (b) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of Brookfield Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (c) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds against delivery of book-entry interests certificates therefor to the Representative Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the second business day after the date of this Agreement March 25, 2019 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." As used herein, "business day" means a day on which the NASDAQ Global Select Market New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Shares but not payable on the Option Shares. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which the Option Shares are to be delivered. The time and date at which book-entry interests for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option (unless the Representative and the Company otherwise agree in writing), nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). Notwithstanding any of the foregoing to the contrary, if the date of exercise of the option is two or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of General Shares being purchased by such Underwriter bears to the total number of General Shares, adjusted by you in such manner as to avoid fractional shares. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in federal (same day) funds drawn to the order of the Company against delivery of book-entry interests therefor through the facilities of The Depository Trust Company, New York, New York.
View More
Found in
Invitation Homes Inc. contract
Purchase Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of General Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (b) On the basis of the repres...entations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of Brookfield Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (c) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds against delivery of book-entry interests therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." As used herein, "business day" means a day on which the NASDAQ Global Select Market is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to the several Underwriters sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Option Shares Company, at the a purchase price per share as set forth in Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Shares but not payable on the Option Shares. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth $[·], the number of Option Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, however, to such adjustments to eliminate fractional shares as to which the several Underwriters are exercising Representatives in their sole discretion shall make. (b) Payment of the option purchase price for, and delivery of the Firm Shares shall be made at the office of Cooley LLP ("Underwriters' Counsel"), 1114 Avenue of the Americas, New York, New York 10036, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on [·], 2014, or such other time and date at which as the Option Shares are to be delivered. The time and date at which book-entry interests for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option (unless the Representative Representatives and the Company otherwise may agree upon in writing), nor in any event prior to the Closing Date writing (such time and date of payment and delivery being herein referred to as called the "Option Closing "Closing Date"). Notwithstanding any Payment of the foregoing to the contrary, if the date of exercise of the option is two or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of General Shares being purchased by such Underwriter bears to the total number of General Shares, adjusted by you in such manner as to avoid fractional shares. To the extent, if any, that the option is exercised, payment purchase price for the Option Firm Shares shall be made on the Option Closing Date by wire transfer in federal (same day) same day funds drawn to the order of the 16 Company against upon delivery of book-entry interests therefor certificates for the Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. (c) In addition, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to [·] Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an "Additional Closing Date"); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make. (d) Payment of the purchase price for, and delivery of certificates representing, the Additional Shares shall be made at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York, New York. York City time, on any Additional Closing Date, or such other time as shall be agreed upon by the Representatives and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the Company upon delivery of certificates for the Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Shares shall be registered in such name or names and shall be in such denominations as the Representatives may request. The Company will permit the Representatives to examine and package such certificates for delivery at least one full business day prior to any Additional Closing Date.
View More
Found in
Jaguar Health, Inc. contract
Purchase Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of General Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (b) On the basis of the repres...entations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of Brookfield Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (c) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds against delivery of book-entry interests therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." As used herein, "business day" means a day on which the NASDAQ Global Select Market is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to the several Underwriters sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Option Shares Company, at the a purchase price per share as set forth in Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Shares but not payable on the Option Shares. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth $0.94, the number of Option Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject, however, to such adjustments to eliminate fractional shares as to which the several Underwriters are exercising Representative in its sole discretion shall make. (b) The closing of the option issuance of the Firm Shares shall be held at the office of White & Case LLP ("Underwriters' Counsel"), or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on February 16, 2021, or such other time and date at which the Option Shares are to be delivered. The time and date at which book-entry interests for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option (unless as the Representative and the Company otherwise may agree upon in writing), nor in any event prior to the Closing Date writing (such time and date of payment and delivery being herein referred to as called the "Option Closing "Closing Date"). Notwithstanding any Payment of the foregoing to the contrary, if the date of exercise of the option is two or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of General Shares being purchased by such Underwriter bears to the total number of General Shares, adjusted by you in such manner as to avoid fractional shares. To the extent, if any, that the option is exercised, payment purchase price for the Option Firm Shares shall be made on the Option Closing Date by wire transfer in federal (same day) same day funds drawn to the order account specified by the Company upon delivery of the Company against delivery of book-entry interests therefor Firm Shares to the Representative through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to 3,750,000 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth (30th) day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an "Additional Closing Date"); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 8 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. In the event that the Underwriters exercise less than their full option to purchase Additional Shares, the number of Additional Shares to be sold by the Company shall be, as nearly as practicable, in the same proportion as the maximum number of Additional Shares to be sold by the Company and the number of Additional Shares to be sold. 15 (d) The closing of the issuance of the Additional Shares shall be held at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M., New York, New York. York City time, on any Additional Closing Date, or such other time as shall be agreed upon by the Representative and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the account specified by the Company upon delivery of the Additional Shares to the Representative through the facilities of DTC for the respective accounts of the several Underwriters. The Additional Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date.
View More
Found in
Onconova Therapeutics, Inc. contract
Purchase Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of General Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (b) On the basis of the repres...entations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of Brookfield Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (c) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds against delivery of book-entry interests therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." As used herein, "business day" means a day on which the NASDAQ Global Select Market is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to the several Underwriters sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Option Shares Company, at the a purchase price per share as set forth in Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Shares but not payable on the Option Shares. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth $3.948, the number of Option Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject, however, to such adjustments to eliminate fractional shares as to which the several Underwriters are exercising Representative in its sole discretion shall make. (b) The closing of the option issuance of the Firm Shares shall be held at the office of White & Case LLP ("Underwriters' Counsel"), or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M., New York City time, on September 28, 2021, or such other time and date at which the Option Shares are to be delivered. The time and date at which book-entry interests for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option (unless as the Representative and the Company otherwise may agree upon in writing), nor in any event prior to the Closing Date writing (such time and date of payment and delivery being herein referred to as called the "Option Closing "Closing Date"). Notwithstanding any Payment of the foregoing to the contrary, if the date of exercise of the option is two or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of General Shares being purchased by such Underwriter bears to the total number of General Shares, adjusted by you in such manner as to avoid fractional shares. To the extent, if any, that the option is exercised, payment purchase price for the Option Firm Shares shall be made on the Option Closing Date by wire transfer in federal (same day) same day funds drawn to the order account specified by the Company upon delivery of the Company against delivery of book-entry interests therefor Firm Shares to the Representative through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date. 15 (c) In addition, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to 750,000 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth (30th) day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an "Additional Closing Date"); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 8 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. In the event that the Underwriters exercise less than their full option to purchase Additional Shares, the number of Additional Shares to be sold by the Company shall be, as nearly as practicable, in the same proportion as the maximum number of Additional Shares to be sold by the Company and the number of Additional Shares to be sold. (d) The closing of the issuance of the Additional Shares shall be held at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 A.M., New York, New York. York City time, on any Additional Closing Date, or such other time as shall be agreed upon by the Representative and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the account specified by the Company upon delivery of the Additional Shares to the Representative through the facilities of DTC for the respective accounts of the several Underwriters. The Additional Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date.
View More
Found in
Onconova Therapeutics, Inc. contract
Purchase Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters each Underwriter, and each Underwriter agrees, Underwriter, severally and not jointly, agrees to purchase, purchase from the Company, at a price of $[●] $72.857500 per share, Share, the number of General Firm Shares set forth opposite the name of each such Underwriter on in Schedule I hereto, subject hereto (plus any ad...ditional number of Shares which such Underwriter may become obligated to adjustments in accordance with Section 8 hereof. (b) On the basis of the representations, warranties and covenants herein contained, and subject purchase pursuant to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price provisions of $[●] per share, the number of Brookfield Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (c) 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of book-entry interests the Firm Shares therefor to the Representative for the several accounts of the Underwriters. Representatives. Such payment and delivery are to be made through at 9 the facilities offices of Calfee, Halter & Griswold LLP, The Depository Trust Company, New York, New York, Calfee Building, 1405 East Sixth Street, Cleveland, OH 44114 at 10:00 a.m., a.m. New York time, on the second business day after the date of this Agreement February 27, 2015 or at such other time and date not later than five business days thereafter as you the Representatives and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." As (As used herein, "business day" means a day on which the NASDAQ Global Select Market NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (d) closed). The Firm Shares will be delivered by Computershare Shareholder Services LLC (the "Transfer Agent") in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company ("DTC") and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Shares but not payable on the Option Shares. 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which the such Option Shares are to be delivered. The time and date at which book-entry interests for the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option (unless the Representative and the Company otherwise agree in writing), option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). Notwithstanding any of the foregoing to the contrary, preceding sentence, if the date of exercise of the option is two or more business days before exercised at least one day prior to the Closing Date, the notice of the exercise shall set the Closing Date as the Option Closing Date. The number Representatives may cancel such option at any time prior to its expiration by giving written notice of Option Shares to be purchased by each Underwriter shall be in the same proportion such cancellation to the total number of Option Shares being purchased as the number of General Shares being purchased by such Underwriter bears to the total number of General Shares, adjusted by you in such manner as to avoid fractional shares. Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on by Federal Funds wire transfer to an account designated by the Company for the Option Closing Date in federal (same day) funds drawn Shares to the order of be sold by the Company against delivery of book-entry interests therefor the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of Calfee, Halter & Griswold LLP, The Depository Trust Company, Calfee Building, 1405 East Sixth Street, Cleveland, OH 44114, at 10:00 a.m. New York, New York. York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.
View More
Found in
Welltower Inc. contract
Purchase Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters each Underwriter, and each Underwriter agrees, Underwriter, severally and not jointly, agrees to purchase, purchase from the Company, at a price of $[●] $60.1678 per share, Share, the number of General Firm Shares set forth opposite the name of each such Underwriter on in Schedule I hereto, subject hereto (plus any addi...tional number of Shares which such Underwriter may become obligated to adjustments in accordance with Section 8 hereof. (b) On the basis of the representations, warranties and covenants herein contained, and subject purchase pursuant to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price provisions of $[●] per share, the number of Brookfield Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (c) 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of book-entry interests the Firm Shares therefor to the Representative for the several accounts of the Underwriters. Representatives. Such payment and delivery are to be made through at the facilities offices of Calfee, Halter & Griswold LLP, The Depository Trust Company, New York, New York, Calfee Building, 1405 East Sixth Street, Cleveland, OH 44114 at 10:00 a.m., a.m. New York time, on the second business day after the date of this Agreement June 2, 2014 or at such other time and date not later than five business days thereafter as you the Representatives and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." As (As used herein, "business day" means a day on which the NASDAQ Global Select Market NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (d) closed). The Firm Shares will be delivered by Computershare Shareholder Services LLC (the "Transfer Agent") in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company ("DTC") and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. 9 In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first paragraph of this Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Shares but not payable on the Option Shares. 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which the such Option Shares are to be delivered. The time and date at which book-entry interests for the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option (unless the Representative and the Company otherwise agree in writing), option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). Notwithstanding any of the foregoing to the contrary, preceding sentence, if the date of exercise of the option is two or more business days before exercised at least one day prior to the Closing Date, the notice of the exercise shall set the Closing Date as the Option Closing Date. The number Representatives may cancel such option at any time prior to its expiration by giving written notice of Option Shares to be purchased by each Underwriter shall be in the same proportion such cancellation to the total number of Option Shares being purchased as the number of General Shares being purchased by such Underwriter bears to the total number of General Shares, adjusted by you in such manner as to avoid fractional shares. Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on by Federal Funds wire transfer to an account designated by the Company for the Option Closing Date in federal (same day) funds drawn Shares to the order of be sold by the Company against delivery of book-entry interests therefor the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of Calfee, Halter & Griswold LLP, The Depository Trust Company, Calfee Building, 1405 East Sixth Street, Cleveland, OH 44114, at 10:00 a.m. New York, New York. York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.
View More
Found in
Welltower Inc. contract
Purchase Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters each Underwriter, and each Underwriter agrees, Underwriter, severally and not jointly, agrees to purchase, purchase from the Company, at a price of $[●] $61.51875 per share, Share, the number of General Firm Shares set forth opposite the name of each such Underwriter on in Schedule I hereto, subject hereto (plus any add...itional number of Shares which such Underwriter may become obligated to adjustments in accordance with Section 8 hereof. (b) On the basis of the representations, warranties and covenants herein contained, and subject purchase pursuant to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price provisions of $[●] per share, the number of Brookfield Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (c) 11 hereof). Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds by Federal Funds wire transfer to an account designated by the Company for the Firm Shares to be sold by the Company against delivery of book-entry interests the Firm Shares therefor to the Representative for the several accounts of the Underwriters. Representatives. Such payment and delivery are to be made through at the facilities offices of Calfee, Halter & Griswold LLP, The Depository Trust Company, New York, New York, Calfee Building, 1405 East Sixth Street, Cleveland, OH 44114 at 10:00 a.m., a.m. New York time, on the second business day after the date of this Agreement September 17, 2014 or at such other time and date not later than five business days thereafter as you the Representatives and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." As (As used herein, "business day" means a day on which the NASDAQ Global Select Market NYSE is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (d) closed). The Firm Shares will be delivered by Computershare Shareholder Services LLC (the "Transfer Agent") in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book entry facilities of The Depository Trust Company ("DTC") and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase severally the Option Shares at the price per share as set forth in the first 9 paragraph of this Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Shares but not payable on the Option Shares. 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which the such Option Shares are to be delivered. The time and date at which book-entry interests for the Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option (unless the Representative and the Company otherwise agree in writing), option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). Notwithstanding any of the foregoing to the contrary, preceding sentence, if the date of exercise of the option is two or more business days before exercised at least one day prior to the Closing Date, the notice of the exercise shall set the Closing Date as the Option Closing Date. The number Representatives may cancel such option at any time prior to its expiration by giving written notice of Option Shares to be purchased by each Underwriter shall be in the same proportion such cancellation to the total number of Option Shares being purchased as the number of General Shares being purchased by such Underwriter bears to the total number of General Shares, adjusted by you in such manner as to avoid fractional shares. Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on by Federal Funds wire transfer to an account designated by the Company for the Option Closing Date in federal (same day) funds drawn Shares to the order of be sold by the Company against delivery of book-entry interests therefor the Option Shares through the facilities of DTC. Such payment and delivery are to be made at the offices of Calfee, Halter & Griswold LLP, The Depository Trust Company, Calfee Building, 1405 East Sixth Street, Cleveland, OH 44114, at 10:00 a.m. New York, New York. York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Shares will be delivered by the Transfer Agent in such denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date, and will be delivered through book entry facilities of DTC and made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.
View More
Found in
Welltower Inc. contract
Purchase Sale and Delivery of the Shares. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees Selling Stockholders agree, severally and not jointly, to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] $[ ] per share, the number of General Firm Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 9 here...of. (b) On The number of Firm Shares to be purchased by each Underwriter from each Selling Stockholder shall be as nearly as practicable in the basis of the representations, warranties and covenants herein contained, and subject same proportion to the conditions herein set forth, the Company agrees to sell to the Underwriters and total number of Firm Shares being sold by each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, Selling Stockholder as the number of Brookfield Firm Shares set forth opposite being purchased by each Underwriter bears to the name total number of Firm Shares to be sold hereunder. The obligations of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (c) of the Selling Stockholders shall be several and not joint. (b) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds to an account designated by each Selling Stockholder for the shares to be sold by the Selling Stockholder, in each case against delivery of book-entry interests therefor such Firm Shares to the Representative Representatives for the 17 several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the second third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." Date". As used herein, "business day" means a day on which the NASDAQ Global Select Market New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. (d) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Stockholders hereby grants grant an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in Section 2(a) hereof, less an amount per share equal hereof. The maximum number of Option Shares to any dividends or distributions declared be sold by each of the Company and payable Selling Stockholders is set forth opposite their respective names on the Shares but not payable on the Option Shares. Schedule II hereto. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time only once thereafter within 30 days after the date of this Agreement, by you, as Representative Representatives of the several Underwriters, to the Company Company, setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which the Option Shares such certificates are to be delivered. If the option granted hereby is exercised in part, the respective number of Option Shares to be sold by the Selling Stockholders listed on Schedule II hereto shall be determined on a pro rata basis in accordance with the percentages as set forth opposite their names on Schedule II hereto, adjusted by you in such manner as to avoid fractional shares. The time and date at which book-entry interests certificates for Option Shares are to be delivered shall be determined by the Representative Representatives but shall not be earlier than three nor later than 10 ten full business days after the exercise of such option (unless the Representative and the Company otherwise agree in writing), option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). Notwithstanding any of the foregoing to the contrary, if If the date of exercise of the option is two three or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of General Firm Shares being purchased by such Underwriter bears to the total number of General Firm Shares, adjusted by you in such manner as to avoid fractional shares. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company and the Selling Stockholders. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in federal (same day) funds day funds) drawn to the order of the Company Selling Stockholders against delivery of book-entry interests certificates therefor through the facilities of The Depository Trust Company, Company in New York, New York. The obligations of each of the Selling Stockholders shall be several and not joint.
View More
Found in
Virgin America Inc. contract
Purchase Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of General Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (b) On the basis of the repres...entations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of Brookfield Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (c) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds against delivery of book-entry interests therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." As used herein, "business day" means a day on which the NASDAQ Global Select Market is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to the several Underwriters sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Option Shares Company, at the a purchase price per share as set forth in Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Shares but not payable on the Option Shares. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth $[—], the number of Option Firm Shares set forth opposite their respective names on 14 Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, however, to such adjustments to eliminate fractional shares as to which the several Underwriters are exercising Representatives in their sole discretion shall make. (b) Payment of the option purchase price for, and delivery of, the Firm Shares shall be made at the office of Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022-4834 ("Underwriters' Counsel"), or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on [•], 2014, or such other time and date at which as the Option Shares are to be delivered. The time and date at which book-entry interests for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option (unless the Representative Representatives and the Company otherwise may agree upon in writing), nor in any event prior to the Closing Date writing (such time and date of payment and delivery being herein referred to as called the "Option Closing "Closing Date"). Notwithstanding any Payment of the foregoing to the contrary, if the date of exercise of the option is two or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of General Shares being purchased by such Underwriter bears to the total number of General Shares, adjusted by you in such manner as to avoid fractional shares. To the extent, if any, that the option is exercised, payment purchase price for the Option Firm Shares shall be made on the Option Closing Date by wire transfer in federal (same day) same day funds drawn to the order Company upon delivery of the Company against delivery of book-entry interests therefor Firm Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. (c) In addition, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to [•] Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchased hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make. (d) Payment of the purchase price for, and delivery of, the Additional Shares shall be made at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York, New York. York City time, on the Additional Closing Date, or such other time as shall be agreed upon by the Representatives and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the Company upon delivery of the Additional Shares to the Representatives through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters.
View More
Found in
rEVO Biologics, Inc. contract
Purchase Sale and Delivery of the Shares. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of General Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (b) On the basis of the repres...entations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $[●] per share, the number of Brookfield Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 8 hereof. (c) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds against delivery of book-entry interests therefor to the Representative for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York, at 10:00 a.m., New York time, on the second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." As used herein, "business day" means a day on which the NASDAQ Global Select Market is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed. (d) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to the several Underwriters sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Option Shares Company, at the a purchase price per share as set forth in Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Shares but not payable on the Option Shares. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth $37.60, the number of Option Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject, however, to such adjustments to eliminate fractional shares as to which the several Underwriters are exercising Representative in its sole discretion shall make. (b) The closing of the option issuance of the Firm Shares shall be held at the office of White & Case LLP ("Underwriters' Counsel"), or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 a.m., New York City time, on July 7, 2021, or such other time and date at which the Option Shares are to be delivered. The time and date at which book-entry interests for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option (unless as the Representative and the Company otherwise may agree upon in writing), nor in any event prior to the Closing Date writing (such time and date of payment and delivery being herein referred to as called the "Option Closing "Closing Date"). Notwithstanding any Payment of the foregoing to the contrary, if the date of exercise of the option is two or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of General Shares being purchased by such Underwriter bears to the total number of General Shares, adjusted by you in such manner as to avoid fractional shares. To the extent, if any, that the option is exercised, payment purchase price for the Option Firm Shares shall be made on the Option Closing Date by wire transfer in federal (same day) same day funds drawn to the order account specified by the Company upon delivery of the Company against delivery of book-entry interests therefor Firm Shares to the Representative through the facilities of The Depository Trust Company ("DTC") for the respective accounts of the several Underwriters. The Firm Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to 281,250 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth (30th) day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an "Additional Closing Date"); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 8 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. In the event that the Underwriters exercise less than their full option to purchase Additional Shares, the number of Additional Shares to be sold by the Company shall be, as nearly as practicable, in the same proportion as the maximum number of Additional Shares to be sold by the Company and the number of Additional Shares to be sold. 13 (d) The closing of the issuance of the Additional Shares shall be held at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 a.m., New York, New York. York City time, on any Additional Closing Date, or such other time as shall be agreed upon by the Representative and the Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the account specified by the Company upon delivery of the Additional Shares to the Representative through the facilities of DTC for the respective accounts of the several Underwriters. The Additional Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately prior to the Closing Date.
View More
