UNDERWRITING
Barclays Capital Inc. is acting as the underwriter for this offering. Subject to the terms and conditions contained in an underwriting agreement among us, the selling stockholders and the underwriter, the selling stockholders have agreed to sell to the underwriter, and the underwriter has agreed to purchase from the selling stockholders, all of the shares of common stock in the offering if any are purchased, other than those shares covered by the option described below.
The selling stockholders have granted the underwriter a 30-day option to purchase up to 300,000 additional shares of common stock at the public offering price, less the underwriting discount.
We and the selling stockholders have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute payments the underwriter may be required to make in respect of those liabilities.
The underwriter is offering the shares, subject to prior sale, when, as and if accepted by it, subject to approval of legal matters by its counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriter of legal opinions. The underwriter reserves the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
The underwriter has advised us and the selling stockholders that the underwriter proposes to offer the shares initially at the public offering price set forth on the cover page of this prospectus supplement. After the offering, the public offering price or any other term of the offering may be changed.
Fees
We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $350,000.
No Sales of Similar Securities
We, our directors and certain of our key executives and certain of our stockholders (including the selling stockholders) have agreed not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, or enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale issuance, pledge, disposition or filing for 45 days after the date of this prospectus supplement without first obtaining the written consent of the underwriter, subject to certain exceptions, including, with respect to certain stockholders, the entry into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act for the transfer of common stock that does not provide for the transfer of common stock during the 45-day period referred to above.
Listing
Our common stock is listed on the Nasdaq Global Select Market under the symbol GNBC.
Price Stabilization, Short Positions and Penalty Bids
In connection with the offering, the underwriter may purchase and sell our common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriter of a greater number of shares than it is required to purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriter in the open market prior to the completion of the offering.
Similar to other purchase transactions, the underwriters purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriter may conduct these transactions on the Nasdaq Global Select Market, in the over-the-counter market or otherwise.