Common use of Description of the Offering Clause in Contracts

Description of the Offering. The Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) in the Offering shall consist of [units (each, a “Unit”), with each Unit comprising: (a) one share of the Company’s common stock (“Common Stock” or “Shares”) or a pre-funded warrant (in lieu of a Share) to purchase one Share (each, a “Pre-Funded Warrants”), (b) a Series A warrant to purchase a Share (each, a “Series A Warrant”), and (c) a Series B warrant to purchase a Share (each, a “Series B Warrant” and together with the Shares, Pre-Funded Warrants, and the Series A Warrants, the “Securities”). The purchase price for one Unit shall be $[___] per Unit or $[___] per Unit for any Unit containing a Pre-Funded Warrant in lieu of a Share (each, the “Purchase Price”)]. If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.

Appears in 2 contracts

Samples: Placement Agency Agreement (Glucotrack, Inc.), Placement Agency Agreement (Glucotrack, Inc.)

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Description of the Offering. The Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) in the Offering shall consist of [units a combination of (each, a “Unit”), with each Unit comprising: (ai) one share of the Company’s Series B Convertible Preferred Stock (the “Preferred Stock” or “Preferred Shares”) that is convertible into 1,000 shares common stock stock, $0.0001 par value per share (the “Common Stock” or “Shares”); and (ii) or a pre-funded warrant (in lieu of a Share) warrants to purchase one Share 1,000 shares of Common Stock (each, a the Pre-Funded Warrants”). The Preferred Stock and the Warrants will be sold as units (the “Units”, (b) a Series A warrant with each Unit consisting of one Preferred Share and one Warrant to purchase a Share (each, a “Series A Warrant”1,000 Shares), . The Preferred Stock and (c) a Series B warrant Warrants shall be referred to purchase a Share (each, a “Series B Warrant” and together with the Shares, Pre-Funded Warrants, and the Series A Warrants, as the “Securities”). The purchase price for one Unit shall be $[___] per Unit or $[___] per Unit for any Unit containing a Pre-Funded Warrant in lieu of a Share (each, the “Unit Purchase Price”)]. If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.

Appears in 2 contracts

Samples: Placement Agency Agreement (InspireMD, Inc.), Placement Agency Agreement (InspireMD, Inc.)

Description of the Offering. The Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) in the Offering shall consist of [units a combination of (each, a “Unit”), with each Unit comprising: (ai) one share of the Company’s Series B Convertible Preferred Stock (the “Preferred Stock” or “Preferred Shares”) that is convertible into 1,000 shares common stock stock, $0.0001 par value per share (the “Common Stock” or “Shares”); and (ii) or a pre-funded warrant (in lieu of a Share) warrants to purchase one Share 1,000 shares of Common Stock (each, a the Pre-Funded Warrants”). The Preferred Stock and the Warrants will be sold as units (the “Units”, (b) a Series A warrant with each Unit consisting of one Preferred Share and one Warrant to purchase a Share (each, a “Series A Warrant”1,000 Shares), . The Preferred Stock and (c) a Series B warrant Warrants shall be referred to purchase a Share (each, a “Series B Warrant” and together with the Shares, Pre-Funded Warrants, and the Series A Warrants, as the “Securities”). The purchase price for one Unit shall be $[___·] per Unit or $[___] per Unit for any Unit containing a Pre-Funded Warrant in lieu of a Share (each, the “Unit Purchase Price”)]. If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.

Appears in 1 contract

Samples: Placement Agency Agreement (InspireMD, Inc.)

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Description of the Offering. The Securities to be offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively, the “Investors” or the “Purchasers”) in the Offering shall consist of [units (each, a “Unit”), with each Unit comprising: (a) one share of the Company’s common stock (“Common Stock” or “Shares”) or a pre-funded warrant (in lieu of a Share) to purchase one Share (each, a “Pre-Funded Warrants”), (b) a Series A warrant to purchase a Share (each, a “Series A Warrant”), and (c) a Series B warrant to purchase a Share (each, a “Series B Warrant” and together with the Shares, Pre-Funded Warrants, and the Series A Warrants, the “Securities”). The purchase price for one Unit shall be $[___] 1.39 per Unit or $[___] 1.389 per Unit for any Unit containing a Pre-Funded Warrant in lieu of a Share (each, the “Purchase Price”)]. If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company under this Agreement.

Appears in 1 contract

Samples: Placement Agency Agreement (Glucotrack, Inc.)

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