Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Compan
...y is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.
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Sale and Purchase. Upon the basis of the
warranties and representations
and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the
number respective principal amount of Firm
Shares Securities set forth opposite the name of such Underwriter in Schedule A
attached hereto, subject to adjustment in accordance with Section 8 hereof, in each ca...se annexed hereto at a purchase price of $[ ● ] per Share. 97.25% of the aggregate principal amount thereof (the "Purchase Price"). The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions principal amounts of the Firm Shares Securities as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. determine in accordance with the rules and regulations of the Securities Act. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, Company ratably in accordance with the number principal amount of Firm Shares Securities to be purchased by each of them, them (subject to such adjustment as the Representatives may determine to eliminate fractions), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Securities, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option Securities. This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time or times on or 3 before the thirtieth day following the date of the Prospectus, hereof, by written notice to the Company. Such notice shall set forth the aggregate number principal amount of Additional Shares Securities as to which the Over-Allotment Option option is being exercised and the date and time when the Additional Shares Securities are to be delivered (any such (such date and time being herein hereinafter referred to as an the "additional time of purchase"); provided, however, that no the additional time of purchase shall not be (i) earlier than the "time time of purchase" purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor or (ii) later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number principal amount of Additional Shares Securities to be sold to each Underwriter shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Securities being purchased as the number principal amount of Firm Shares Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number aggregate principal amount of Firm Shares (subject, in each case, Securities (subject to such adjustment adjustments to eliminate denominations of less than $1,000 as the Representatives may determine to eliminate fractional shares), determine), subject to adjustment in accordance with Section 8 hereof.
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Sale and Purchase.
(a) Initial Shares. Upon the basis of the
warranties and representations and
warranties and subject to the other terms and conditions herein set forth,
at the purchase price per share of Common Stock of $15.06, the Company agrees to
issue and sell to the
respective Underwriters
the Initial Shares and each
of the Underwriters, Underwriter agrees, severally and not jointly,
agrees to purchase from the Company
the that number of
Firm Initial Shares set forth opposite the name of such Underwriter in
... Schedule A attached I hereto, subject plus any additional number of Initial Shares which such Underwriter may become obligated to adjustment in accordance with purchase pursuant to the provisions of Section 8 hereof, subject in each case at a purchase price of $[ ● ] per Share. The Company is advised by you that case, to such adjustments among the Underwriters intend (i) as the Representatives in their sole discretion shall make to make a public offering eliminate any sales or purchases of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. fractional shares. (b) Option Shares. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, at the Underwriters shall have purchase price per share of Common Stock set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the right Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to purchase, the Underwriters, acting severally and not jointly, to purchase from the Company, ratably Company all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in accordance with whole or in part from time to time within such 30-day period upon written notice by the Representatives to the Company setting forth the number of Firm Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than five full business days after the exercise of such option, nor in any event prior to the Closing Time (as defined below). The number of Option Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears same percentage of the same proportion to the aggregate total number of Additional Option Shares then being purchased as the number of Firm Initial Shares set forth in Schedule I opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, Initial Shares, subject in each case, case to such adjustment adjustments among the Underwriters as the Representatives may determine in their sole discretion shall make to eliminate any sales or purchases of fractional shares), subject to adjustment in accordance with Section 8 hereof. shares.
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Sale and Purchase.
(a) Initial Shares. Upon the basis of the
warranties and representations and
warranties and subject to the other terms and conditions herein set forth,
at the purchase price per share of Common Stock of $[ ], the Company agrees to
issue and sell to the
respective Underwriters
the number of Initial Shares set forth in Schedule I opposite its name and each Selling Stockholder agrees to sell to the Underwriters the number of Initial Shares set forth in Schedule I opposite such Selling Stockholder's... name, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders the number of Initial Shares set forth in Schedule II opposite such Underwriter's name, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. -2- (b) Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company, all or any part of the Option Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (an "Option Closing Time") shall be determined by the Representatives, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, agrees to will purchase from that proportion of the Company total number of Option Shares then being purchased as the number of Firm Initial Shares set forth in Schedule II opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, Initial Shares, subject in each case, case to such adjustment adjustments among the Underwriters as the Representatives may determine in their sole discretion shall make to eliminate any sales or purchases of fractional shares), subject to adjustment in accordance with Section 8 hereof. shares.
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Sale and Purchase. Upon the basis of the
warranties and representations and
warranties and subject to the other terms and conditions herein set forth,
at the purchase price per share of Common Stock of $24.25, the Company agrees to
issue and sell to the
respective Underwriters
the number of Initial Shares set forth in Schedule I opposite its name, and each
of the Underwriters, Underwriter agrees, severally and not jointly,
agrees to purchase from the Company the number of
Firm Initial Shares set forth
in Schedule ...II opposite such Underwriter's name, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company in Schedule I hereto, all or any part of the Option Shares set forth in Schedule I opposite such party's name, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (an "Option Closing Time") shall be determined by the Representatives, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase the number of Option Shares that bear the same proportion to the total number of Option Shares then being purchased as the number of Initial Shares set forth in Schedule I opposite the name of the Company bears to the total number of Initial Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule II opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, Initial Shares, subject in each case, case to such adjustment adjustments among the Underwriters as the Representatives may determine in their sole discretion shall make to eliminate any sales or purchases of fractional shares), subject to adjustment in accordance with Section 8 hereof. shares.
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Sale and Purchase. Upon the basis of the
warranties and representations and
warranties and subject to the other terms and conditions herein set forth,
at the purchase price per share of Common Stock of $2.35625, the Company agrees to
issue and sell to the
respective Underwriters
the number of Initial Shares set forth in Schedule I opposite its name, and each
of the Underwriters, Underwriter agrees, severally and not jointly,
agrees to purchase from the Company the number of
Firm Initial Shares set forth
in Schedul...e I opposite such Underwriter's name, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject in each case to such adjustments among the Underwriters as the Underwriters in their sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, the Company grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Underwriters to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (an "Option Closing Time") shall be determined by the Underwriters, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, Initial Shares, subject in each case, case to such adjustment adjustments among the Underwriters as the Representatives may determine Underwriters in their sole discretion shall make to eliminate any sales or purchases of fractional shares), subject to adjustment in accordance with Section 8 hereof. shares.
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Sale and Purchase. Upon the basis of the
warranties and representations and
warranties and subject to the other terms and conditions herein set forth, the Company agrees to
issue and sell to the
respective Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a price per share of $24.2125, the number of Initial Shares set forth in Schedule I opposite such Underwriter's name, plus any additional number of Initial Shares that such Underwriter may become obligated to p...urchase pursuant to the provisions of Section 8 hereof, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company, all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire thirty 3 (30) days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery shall be determined by the Representatives, but shall not be later than five (5) full business days after the exercise of such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, agrees to will purchase from that proportion of the Company total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule I opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, Initial Shares, subject in each case, case to such adjustment adjustments among the Underwriters as the Representatives may determine in their sole discretion shall make to eliminate any sales or purchases of fractional shares), subject to adjustment in accordance with Section 8 hereof. shares.
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Sale and Purchase.
(a) Initial Shares. Upon the basis of the
warranties and representations and
warranties and subject to the other terms and conditions herein set forth, the Company agrees to
issue and sell to
each Underwriter, severally 3 and not jointly, and each Underwriter agrees, severally and not jointly, to purchase from the
respective Company, at a price per share of $11.49, that proportion of the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter, plus any additional n...umber of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the total number of Initial Shares, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company, all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire thirty (30) days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery shall be determined by the Representatives, but shall not be later than five (5) full business days after the exercise of such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, agrees to will purchase from that proportion of the Company total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule I opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, Initial Shares, subject in each case, case to such adjustment adjustments among the Underwriters as the Representatives may determine in their sole discretion shall make to eliminate any sales or purchases of fractional shares), subject to adjustment in accordance with Section 8 hereof. shares.
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Sale and Purchase.
Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth,
(a) the Company agrees to
issue and sell to
each of the
respective Underwriters Underwriters, and each of the
Underwriters, Underwriters agrees, severally and not jointly,
agrees to purchase from the
Company Company, at a purchase price per share of $16.56 (the "Purchase Price"), the number of Firm Shares
determined by multiplying the aggregate number of Firm Shares to be sold b...y the Company hereunder by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price I hereto and the denominator of $[ ● ] per Share. The Company which is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Option Shares as provided below, the Company agrees to sell to each of them, all or a portion the Underwriters, and each of the Additional Underwriters agrees, severally and not jointly, to purchase from the Company, at the Purchase Price, the number of Option Shares (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying the number of Option Shares as may be necessary to cover over-allotments made which such election shall have been exercised by the fraction set forth in connection with clause (a) above. 11 The Company hereby grants to the offering of Underwriters the Firm right to purchase at their election up to an additional 83,333 Option Shares, at the same purchase price per Share Purchase Price. The Underwriters may exercise their option to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment acquire Option may be exercised by the Representatives on behalf of the several Underwriters at any time and Shares in whole or in part from time to time on or before only by written notice from the thirtieth day following Representatives to the Company, given within a period of forty-five (45) calendar days after the date of the Prospectus, by written notice to the Company. Such notice shall set this Agreement and setting forth the aggregate number of Additional Option Shares as to which the Over-Allotment Option is being exercised be purchased and the date and time when the Additional on which such Option Shares are to be delivered (any such date and time being herein referred to delivered, as an "additional time of purchase"); provided, however, that determined by the Representatives but in no additional time of purchase shall be event earlier than the "time of purchase" (as defined below) nor Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than the second one or later than five (5) business day days after the date on which of such notice. It is understood that the Over-Allotment Option shall have been exercised nor later than several Underwriters propose to offer the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Firm Shares to be sold to each Underwriter shall be the number which bears the same proportion for sale to the aggregate number of Additional Shares being purchased as public upon the number of Firm Shares terms and conditions set forth opposite in the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. Prospectus.
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Sale and Purchase.
(a) Initial Shares. Upon the basis of the
warranties and representations and
warranties and subject to the other terms and conditions herein set forth, the Company agrees to
issue and sell to
each Underwriter, severally and not jointly, and each Underwriter agrees, severally and not jointly, to purchase from the
respective Company, at a price per share of $10.272, that proportion of the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter, plus any additional nu...mber of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the total number of Initial Shares, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a), less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company, all or any part of the Option Shares, plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire thirty (30) days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery shall be determined by the Representatives, but shall not be later than five (5) full business days after the exercise of such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, agrees to will purchase from that proportion of the Company total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule I opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, Initial Shares, subject in each case, case to such adjustment adjustments among the Underwriters as the Representatives may determine in their sole discretion shall make to eliminate any sales or purchases of fractional shares), subject to adjustment in accordance with Section 8 hereof. shares.
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Sale and Purchase. Upon the basis of the representations and warranties and
subject to the other terms and conditions
and agreements herein set forth,
at the purchase price per share of Common Stock of $[●], the Company agrees to
issue and sell to
the respective Underwriters each Underwriter, and each
of the Underwriters, Underwriter, severally and not jointly, agrees to purchase from the
Company the Company, that number of
Firm Initial Shares set forth
in Schedule I opposite
the name such Underwriter's name, plus... any additional number of Initial Shares which such Underwriter in Schedule A attached hereto, subject may become obligated to adjustment in accordance with purchase pursuant to the provisions of Section 8 hereof, subject in each case at a purchase price of $[ ● ] per Share. The Company is advised by you that case, to such adjustments among the Underwriters intend (i) as the Representative in its sole discretion shall make to make a public offering eliminate any sales or purchases of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. fractional shares. (b) Option Shares. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the other terms and conditions and agreements herein set forth, at the Underwriters shall have purchase price per share of Common Stock set forth in paragraph (a) above less an amount equal to any dividend or distribution payable on Initial Shares that is not also payable on the right Option Shares, the Company hereby grants an option to purchase, the Underwriters, acting severally and not jointly, to purchase from the Company, ratably in accordance with all or any part of the Option Shares, plus any additional number of Firm Option Shares which such Underwriter may become obligated to be purchased by each purchase pursuant to the provisions of them, all or a portion of Section 8 hereof. The option hereby granted will expire 30 days after the Additional Shares as date hereof and may be necessary exercised in whole or in part from time to cover time within such 30-day period only for the purpose of covering over-allotments made in connection with the offering and distribution of the Firm Shares, at the same purchase price per Share to be paid Initial Shares upon notice by the Underwriters Representative to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set Company, setting forth the aggregate number of Additional Option Shares as to which the Over-Allotment Option is being exercised several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time when the Additional Shares are to be delivered (any such and date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase delivery (an "Option Closing Time") shall be earlier determined by the Representative, but shall not be later than five full business days (or earlier, without the "time consent of purchase" (as defined below) nor earlier the Company, than the second two full business day days) after the date on which exercise of such option, nor in any event prior to the Over-Allotment Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option shall have been exercised nor later than Shares, the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The Company will sell that number of Additional Option Shares to be sold to then being purchased and each Underwriter shall be of the number which bears Underwriters, acting severally and not jointly, will purchase that proportion of the same proportion to the aggregate total number of Additional Option Shares then being purchased as which the number of Firm Initial Shares set forth in Schedule I opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, Initial Shares, subject in each case, case to such adjustment adjustments among the Underwriters as the Representatives may determine Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares), subject shares. The Representative may cancel the option at any time prior to adjustment in accordance with Section 8 hereof. its expiration by giving written notice of such cancellation to the Company.
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