Common use of Option Notes Clause in Contracts

Option Notes. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants the Option to the Initial Purchasers to purchase, severally and not jointly, the Option Notes at the same price as the Initial Purchasers shall pay for the Firm Notes and the principal amount of the Option Notes to be sold to each Initial Purchaser shall be that principal amount which bears the same ratio to the aggregate principal amount of Option Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser in Schedule A hereto, plus any additional principal amount of Notes which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 hereof. The Option may be exercised only to cover over-allotments in the sale of the Firm Notes by the Initial Purchasers. The Option may be exercised from time to time and may be exercised in whole or in part at any time not more than 30 days subsequent to the date of this Agreement upon notice in writing or by facsimile by the Representatives to the Company setting forth the amount (which shall be an integral multiple of $1,000) of Option Notes as to which the Initial Purchasers are exercising the Option. The date for the delivery of and payment for the Option Notes, being herein referred to as an "Option Delivery Date", which may be the First Delivery Date (the First Delivery Date and the Option Delivery Date, if any, being sometimes referred to as a "Delivery Date"), shall be determined by the Initial Purchasers but shall not be later than seven full business days after written notice of election to purchase Option Notes is given. Delivery of the Option Notes shall be made to the Initial Purchasers against payment of the purchase price by the Initial Purchasers.

Option Notes. On the basis The Initial Purchasers may purchase all or less than all of the representations and warranties herein contained and subject to the terms and conditions herein set forththat number of Notes (rounded up or down, the Company hereby grants the Option to as determined by the Initial Purchasers in their discretion, in order to purchase, severally and not jointly, avoid fractions) equal to $25,000,000 aggregate principal amount (the "Option Notes"). The purchase price to be paid for the Option Notes at shall be the same price as the Firm Notes purchased on the Closing Date. Each of the Company and the Issuer agrees that the Issuer shall sell to the Initial Purchasers shall pay for the Firm number of Option Notes specified in the written notice by XX Xxxxx and the principal amount XX Xxxxxx. The option granted hereby may be exercised as to all or any part of the Option Notes to be sold to each Initial Purchaser shall be that principal amount which bears the same ratio to the aggregate principal amount of Option Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser in Schedule A hereto, plus any additional principal amount of Notes which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 hereof. The Option may be exercised only to cover over-allotments in the sale of the Firm Notes by the Initial Purchasers. The Option may be exercised from time to time and may be exercised in whole or in part at any time not more than 30 thirteen (13) days subsequent to the date of this Agreement Agreement. No Option Notes shall be sold and delivered unless the Firm Notes have been, or simultaneously are, sold and delivered. The right to place the Option Notes or any portion thereof may be surrendered and terminated at any time upon notice in writing or by facsimile by the Representatives XX Xxxxx and XX Xxxxxx to the Company Issuer. The option granted hereby may be exercised by written notice being given to the Issuer by XX Xxxxx and XX Xxxxxx setting forth the amount (which shall be an integral multiple of $1,000) number of Option Notes as to which be purchased by the Initial Purchasers are exercising and the Option. The date and time for the delivery of and payment for the Option Notes, being herein referred to as an ". Each date and time for delivery of and payment for the Option Delivery Date", Notes (which may be the First Delivery Date (the First Delivery Date and the Option Delivery Closing Date, if any, being sometimes referred to as a but not earlier) is herein called the "Delivery Option Closing Date"), " and shall in no event be determined by the Initial Purchasers but shall not be earlier than two (2) business days nor later than seven full five (5) business days after written notice of election to purchase Option Notes is given. Delivery (The Option Closing Date and the First Closing Date are herein called the "Closing Dates.") The Option Closing Date and the location of delivery of, and the form of payment for, the Option Notes shall may be made to varied by agreement between the Initial Purchasers against payment of the purchase price by the Initial PurchasersCompany, XX Xxxxx and XX Xxxxxx.

Option Notes. (a) On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants the Option to the Initial Purchasers several Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Notes only, a nontransferable option to purchase, severally and not jointly, the Option Notes at the same purchase price as the Initial Purchasers shall pay per Note for the Firm Notes and the principal amount of the Option Notes to be sold to each Initial Purchaser shall be that principal amount which bears the same ratio to the set forth in Section 3 hereof, $15,000,000 aggregate principal amount of Option Notes. Such option may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part during the period of thirty (30) days after the date on which the Firm Notes being are initially offered to the public, by giving written notice to the Company. The principal amount of Option Notes to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total principal amount of Option Notes to be purchased by the several Underwriters pursuant to the exercise of such option as the principal amount of Firm Notes purchased by such Underwriter (set forth opposite the name of such Initial Purchaser in Schedule A hereto, plus any additional ) bears to the total principal amount of Notes which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 hereof. The Option may be exercised only to cover over-allotments in the sale of the Firm Notes purchased by the Initial Purchasers. The Option may be exercised from time to time and may be exercised several Underwriters (set forth in whole or in part at any time not more than 30 days subsequent to the date of this Agreement upon notice in writing or by facsimile Schedule A hereto), adjusted by the Representatives to the Company setting forth the amount (which shall be an integral multiple of $1,000) of Option Notes in such manner as to which the Initial Purchasers are exercising the Option. The date for the delivery avoid Notes of and payment for the Option Notes, being herein referred to as an "Option Delivery Date", which may be the First Delivery Date (the First Delivery Date and the Option Delivery Date, if any, being sometimes referred to as a "Delivery Date"), shall be determined by the Initial Purchasers but shall not be later less than seven full business days after written notice of election to purchase Option Notes is given$1,000 in principal amount. Delivery of the Option Notes to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made to the Initial Purchasers against payment of the purchase price therefor by the Initial Purchasersseveral Underwriters by wire transfer of same-day funds paid to an account designated by the Company. Such delivery and payment shall take place at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 xx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The Option Notes to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment 29 30 and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Notes may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Notes to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Option Notes. On 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 the Option an option to the Initial Purchasers to purchasePurchasers, severally and not jointly, the Option Notes at the same price as the Initial Purchasers shall pay for the Firm Notes and the principal amount of the Option Notes to be sold to each Initial Purchaser shall be that principal amount which bears the same ratio to the purchase $75,000,000 aggregate principal amount of Option Notes being purchased at the same purchase price as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser in Schedule A heretoNotes, plus any additional principal amount of Notes which such Initial Purchaser may become obligated to purchase pursuant accrued interest, if any, from the Closing Date to the provisions of Section 11 hereofAdditional Closing Time. The Option may be exercised only to cover over-allotments in option hereby granted will expire 13 days after the sale of the Firm Notes by the Initial Purchasers. The Option may be exercised from time to time Closing Date and may be exercised in whole or in part at any from time to time (but not more than 30 days subsequent to two (2) times without the date written consent of this Agreement the Company) only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Notes upon written notice in writing or by facsimile by the Representatives to the Company setting forth the principal amount (which shall be an integral multiple of $1,000) of Option Notes as to which the several Initial Purchasers are then exercising the Option. The option and the time and date of payment and delivery for the delivery of and payment for the such Option Notes. Any such time and date of delivery (each, being herein referred to as an "Option Delivery Date", which may be the First Delivery Date (the First Delivery Date and the Option Delivery Date, if any, being sometimes referred to as a "Delivery Date"), “Additional Closing Time”) shall be determined by the Initial Purchasers Representatives, but shall not be later than seven full business days after written notice the exercise of election said option, nor in any event prior to purchase Option Notes the Closing Time, as hereinafter defined. If the option is given. Delivery exercised as to all or any portion of the Option Notes shall be made to the Initial Purchasers against payment Notes, each of the purchase price by the Initial Purchasers, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Option Notes then being purchased which the principal amount of Initial Notes set forth in Schedule A opposite the name of such Initial Purchaser bears to the aggregate principal amount of Initial Notes.

Option Notes. On the basis of the representations and warranties herein contained and In addition, subject to the terms and conditions and in reliance upon the representations, warranties and agreement herein set forth, the Company hereby grants to the Underwriters an option to purchase the Option Notes at the purchase price referred to above in Section 2(a) plus accrued interest, if any, from August 12, 2016 to the Initial Purchasers to purchaseapplicable Option Closing Date (as defined below). Each Underwriter agrees, severally and not jointly, to purchase the number of Option Notes at that bears the same price as proportion to the Initial Purchasers shall pay for the Firm Notes and the principal amount total number of the Option Notes to be sold to each Initial Purchaser shall be that principal amount which bears the same ratio to the aggregate principal amount of Option Notes being purchased as the principal amount number of Firm Notes set forth on Schedule A hereto opposite the name of such Initial Purchaser in Schedule A hereto, plus any additional principal amount of Notes which such Initial Purchaser may become obligated to purchase pursuant Underwriter bears to the provisions total number of Section 11 hereofFirm Notes. The Option option granted herein may be exercised only to cover over-allotments in by the sale Representatives on behalf of the Firm Notes by the Initial Purchasers. The Option may be exercised several Underwriters at any time and from time to time and may be exercised in whole on or in part at any time not more than 30 days subsequent to before the 30th day following the date of this Agreement upon the Prospectus, by written notice in writing or by facsimile by the Representatives to the Company setting Company. Such notice shall set forth the amount (which shall be an integral multiple of $1,000) aggregate number of Option Notes as to which the Initial Purchasers are exercising option granted hereby is being exercised and the Option. The date for the delivery of and payment for time when the Option Notes, Notes are to be delivered (any such time and date being herein referred to as an "the “Option Delivery Closing Date"”); provided, which may however, that no Option Closing Date shall be earlier than the First Delivery Closing Date (as defined below) nor earlier than the First Delivery second business day after the date on which the option shall have been exercised for any exercise of the option after the Closing Date and the Option Delivery Date, if any, being sometimes referred to as a "Delivery Date"), shall be determined by the Initial Purchasers but shall not be nor later than seven full the fifth business days day after written notice of election to purchase Option Notes is given. Delivery of the Option Notes date on which the option shall be made to the Initial Purchasers against payment of the purchase price by the Initial Purchasershave been exercised.

Option Notes. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants the Option to the The Initial Purchasers may purchase all or less than all of an additional $15,000,000 aggregate principal amount of 4.375% Convertible Subordinated Notes due 2012 (the "Option Notes"). The Company agrees to purchasesell to each Initial Purchaser named in Schedule A hereto, and each such Initial Purchaser agrees, severally and not jointly, to purchase from the Option Notes Company, at a purchase price equal to the same price as the Initial Purchasers shall pay for the Firm Notes and purchased on the Closing Date, the principal amount of the Option Notes (subject to be sold to each such adjustments as the Initial Purchasers in their discretion may determine so that no Initial Purchaser shall be obligated to purchase Option Notes other than in authorized denominations) that principal amount which bears the same ratio proportion to the aggregate principal amount of Option Notes being to be purchased as the principal amount number of Firm Notes set forth opposite the name of such Initial Purchaser in Schedule A hereto, plus any additional hereto bears to the aggregate principal amount of Notes which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 hereofFirm Notes. The Option option granted hereby may be exercised only as to cover over-allotments in the sale all or any part of the Firm Option Notes by the Initial Purchasers. The Option may be exercised from time to time and may be exercised in whole or in part at any time not more than 30 days subsequent to the date of this Agreement Agreement. No Option Notes shall be sold and delivered unless the Firm Notes have been, or simultaneously are, sold and delivered. The right to place the Option Notes or any portion thereof may be surrendered and terminated at any time upon notice in writing or by facsimile by the Representatives Representative to the Company. The option granted hereby may be exercised by written notice being given to the Company by Representative setting forth the aggregate principal amount (which shall be an integral multiple of $1,000) of Option Notes as to which be purchased by the Initial Purchasers are exercising and the Option. The date and time for the delivery of and payment for the Option Notes, being herein referred to as an ". Each date and time for delivery of and payment for the Option Delivery Date", Notes (which may be the First Delivery Date (the First Delivery Date and the Option Delivery Closing Date, if any, being sometimes referred to as a but not earlier) is herein called the "Delivery Option Closing Date"), " and shall in no event be determined by the Initial Purchasers but shall not be earlier than two business days nor later than seven full five business days after written notice of election to purchase Option Notes is given. Delivery (The Option Closing Date and the First Closing Date are herein called, collectively, the "Closing Dates" and, each, a "Closing Date"). The Option Closing Date and the location of delivery of, and the form of payment for, the Option Notes shall may be made to varied by agreement between the Initial Purchasers against payment of Company and the purchase price by the Initial PurchasersRepresentative.

Option Notes. On In addition, upon the basis of the representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the purchase price equal to $24.25 per Note, plus accrued interest, if any, from February 10, 2021 if the Option Closing Time (as defined below) occurs after that date to but excluding the day on which the Option Closing Time occurs, the Company hereby grants the Option an option to the Initial Purchasers to purchaseUnderwriters, acting severally and not jointly, to purchase from the Option Notes at the same price as the Initial Purchasers shall pay for the Firm Notes and the principal amount Company, all or any part of the Option Notes to be sold to each Initial Purchaser shall be that principal amount which bears the same ratio to the aggregate principal amount of Option Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser in Schedule A heretoNotes, plus any additional principal amount of Option Notes in the same proportion which such Initial Purchaser Underwriter may become obligated to purchase pursuant to the provisions of Section 11 9 hereof. The Option may be exercised only , solely to cover over-allotments in the sale of the Firm Notes by the Initial Purchasersallotments, if any. The Option may be exercised from time to time option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part at any from time not more than 30 days subsequent to the date of this Agreement time within such 30-day period upon notice in writing or by facsimile by the Representatives to the Company setting forth the principal amount (which shall be an integral multiple of $1,000) of Option Notes as to which the Initial Purchasers several Underwriters are then exercising the Option. The option and the time and date of payment and delivery for the delivery of and payment for the such Option Notes, being herein referred to as . Any such time and date of delivery (an "“Option Delivery Date", which may be the First Delivery Date (the First Delivery Date and the Option Delivery Date, if any, being sometimes referred to as a "Delivery Date"), Closing Time”) shall be determined by the Initial Purchasers Representatives, but shall not be later than seven five full business days (or earlier, without the consent of the Company, than two full business days) after written notice the exercise of election such option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Notes, each of the Underwriters, acting severally and not jointly, will purchase its proportionate share of the principal amount of Option Notes is given. Delivery then being purchased based on its proportionate share of the principal amount of Initial Notes set forth in Schedule I opposite the name of such Underwriter, 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 the Option Notes shall be made to the Initial Purchasers against payment of the purchase price by the Initial Purchasersin denominations other than $25.00.

Option Notes. On In addition, upon the basis of the representations and warranties herein contained and subject to the other terms and conditions herein set forth, at the purchase price equal to $24.5885 per Note, plus accrued interest, if any, from December 2, 2019 if the Option Closing Time (as defined below) occurs after that date to but excluding the day on which the Option Closing Time occurs, the Company hereby grants the Option an option to the Initial Purchasers to purchaseUnderwriters, acting severally and not jointly, to purchase from the Option Notes at the same price as the Initial Purchasers shall pay for the Firm Notes and the principal amount Company, all or any part of the Option Notes to be sold to each Initial Purchaser shall be that principal amount which bears the same ratio to the aggregate principal amount of Option Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser in Schedule A heretoNotes, plus any additional principal amount of Option Notes in the same proportion which such Initial Purchaser Underwriter may become obligated to purchase pursuant to the provisions of Section 11 9 hereof. The Option may be exercised only , solely to cover over-allotments in the sale of the Firm Notes by the Initial Purchasersallotments, if any. The Option may be exercised from time to time option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part at any from time not more than 30 days subsequent to the date of this Agreement time within such 30-day period upon notice in writing or by facsimile by the Representatives to the Company setting forth the principal amount (which shall be an integral multiple of $1,000) of Option Notes as to which the Initial Purchasers several Underwriters are then exercising the Option. The option and the time and date of payment and delivery for the delivery of and payment for the such Option Notes, being herein referred to as . Any such time and date of delivery (an "“Option Delivery Date", which may be the First Delivery Date (the First Delivery Date and the Option Delivery Date, if any, being sometimes referred to as a "Delivery Date"), Closing Time”) shall be determined by the Initial Purchasers Representatives, but shall not be later than seven five full business days (or earlier, without the consent of the Company, than two full business days) after written notice the exercise of election such option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Notes, each of the Underwriters, acting severally and not jointly, will purchase its proportionate share of the principal amount of Option Notes is given. Delivery then being purchased based on its proportionate share of the principal amount of Initial Notes set forth in Schedule I opposite the name of such Underwriter, 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 the Option Notes shall be made to the Initial Purchasers against payment of the purchase price by the Initial Purchasersin denominations other than $25.00.

Option Notes. On the basis The Initial Purchasers may purchase all or less than all of the representations and warranties herein contained and subject to the terms and conditions herein set forththat number of Notes (rounded up or down, the Company hereby grants the Option to as determined by the Initial Purchasers in their discretion, in order to purchase, severally and not jointly, avoid fractions) equal to $25,000,000 aggregate principal amount (the "Option Notes"). The purchase price to be paid for the Option Notes at shall be the same price as the Notes purchased on the Closing Date. Each of the Company and the Issuer agrees that the Issuer shall sell to the Initial Purchasers shall pay for the Firm number of Option Notes and specified in the principal amount of written notice by SG Cowen. The option granted hereby may be exercised as to all or any xxxx xx the Option Notes to be sold to each Initial Purchaser shall be that principal amount which bears the same ratio to the aggregate principal amount of Option Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser in Schedule A hereto, plus any additional principal amount of Notes which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 hereof. The Option may be exercised only to cover over-allotments in the sale of the Firm Notes by the Initial Purchasers. The Option may be exercised from time to time and may be exercised in whole or in part at any time not more than 30 thirty (30) days subsequent to the date of this Agreement Agreement. No Option Notes shall be sold and delivered unless the Notes have been, or simultaneously are, sold and delivered. The right to place the Option Notes or any portion thereof may be surrendered and terminated at any time upon notice in writing or by facsimile by the Representatives SG Cowen to the Company Issuer. The option granted hereby may be exercxxxx xx written notice being given to the Issuer by SG Cowen setting forth the amount (which shall number of Optional Shares to be an integral multiple of $1,000) of Option Notes as to which purchased xx xxx Xnitial Purchasers and the Initial Purchasers are exercising the Option. The date and time for the delivery of and payment for the Option Notes, being herein referred to as an "Option Delivery Date", Optional Shares. Each date and time for delivery of and payment for the Optional Shares (which may be the First Delivery Date (the First Delivery Date and the Option Delivery Closing Date, if any, being sometimes referred to as a but not earlier) is herein called the "Delivery Option Closing Date"), " and shall in no event be determined by the Initial Purchasers but shall not be earlier than two (2) business days nor later than seven full five (5) business days after written notice of election to purchase Option Notes is given. Delivery (The Option Closing Date and the First Closing Date are herein called the "Closing Dates".) The Option Closing Date and the location of delivery of, and the Option Notes shall form of payment for, the Optional Shares may be made to varied by agreement between the Initial Purchasers against payment of the purchase price by the Initial PurchasersCompany and SG Cowen.