Sale and Purchase Clause Example from Business Contracts

Sale and Purchase. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions of this Agreement, the Company agrees to issue and sell to the Underwriters the Firm Shares, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto. The pricing terms of the purchase of the Firm Shares by the Underwriters and the pricing terms of the offer...ing of the Firm Shares to the public are as set forth on Schedule B hereto. In addition, the Company hereby grants to the Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase from the Company, all or a portion of the Additional Shares as may be necessary solely to cover over-allotments, if any, 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. This option may be exercised by the Representatives, on behalf of the Underwriters, at any time and from time to time in whole or in part by written notice from the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Additional Shares as to which the option is being exercised, (ii) the names and denominations in which the certificates will be delivered and (iii) the date, time and place at which such certificates will be delivered (such date, the "Additional Closing Date" and such time of such date, the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The Representatives, on behalf of the Underwriters, may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. View More