Common use of ISSUANCE OF WARRANTS; FORM OF WARRANT Clause in Contracts

ISSUANCE OF WARRANTS; FORM OF WARRANT. On the Closing Date the Company will issue, sell and deliver the Warrants to the Underwriter or its bona fide officers for an aggregate price of $100. The Warrants shall be issued to the Underwriter or such designees in the amounts set forth on Schedule I attached hereto. The form of the Warrant and the Form of Election to Purchase attached thereto shall be substantially as set forth on Exhibit A attached hereto. The Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future President or any Vice President of the Company, under its corporate seal, affixed or in facsimile, and attested by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Underwriter and each other Holder, severally and not jointly, represents and warrants to the Company that (i) such Holder is acquiring the Warrants, and any Shares acquired upon exercise of any Warrants, for such Holder's own account and not with a view to, or for sale in connection with, any distribution of the Warrants or any shares of Common Stock, unless such distribution is registered or exempt from registration under the Securities Act of 1933, as amended (the "Act"), and any applicable state and foreign securities or blue sky laws and (ii) such Holder is aware that the Warrants and the Shares have not been registered under the Act or the securities or blue sky laws of any state or other jurisdiction, and that the Warrants may not be exercised and the Warrants and the Shares may not be resold (and the Holder covenants not to resell them) unless they are registered under applicable federal and state securities laws or unless exemptions from all such applicable registration requirements are available, and that the Warrants and the Shares will be legended to indicate the foregoing restrictions.

Appears in 2 contracts

Samples: Warrant Agreement (Vion Pharmaceuticals Inc), Warrant Agreement (Vion Pharmaceuticals Inc)

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ISSUANCE OF WARRANTS; FORM OF WARRANT. On the Closing Date the Company will issue, sell and deliver the Warrants to the Underwriter Representative or its bona fide officers for an aggregate price of $100. The Warrants shall be issued to the Underwriter Representative or such designees in the amounts set forth on Schedule I attached hereto. The form of the Warrant and of the Form form of Election election to Purchase purchase Shares to be attached thereto shall be substantially as set forth on Exhibit A attached hereto. The Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future President or any Vice President of the Company, under its corporate seal, affixed or in facsimile, and attested by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Underwriter Representative and each other Holder, severally and not jointly, represents and warrants to the Company that (i) such Holder is acquiring the Warrants, and any Shares acquired upon exercise of any Warrants, for such Holder's own account and not with a view to, or for sale in connection with, any distribution of the Warrants or any shares of Common StockShares, unless such distribution is registered or exempt from registration under the Securities Act of 1933, as amended (the "Act"), and any applicable state and foreign securities or blue sky laws and (ii) such Holder is aware that the Warrants and the Shares have not been registered under the Act or the securities or blue sky laws of any state or other jurisdiction, and that the Warrants may not be exercised and the Warrants and the Shares may not be resold (and the Holder covenants not to resell them) unless they are registered under applicable federal Federal and state securities laws or unless exemptions from all such applicable registration requirements are available, and that the Warrants and the Shares will be legended to indicate the foregoing restrictions.

Appears in 1 contract

Samples: Warrant Agreement (Somanetics Corp)

ISSUANCE OF WARRANTS; FORM OF WARRANT. On the Closing Date the Company will issue, sell and deliver the Warrants to the Underwriter Representative or its bona fide officers for an aggregate price of $100. The Warrants shall be issued to the Underwriter Representative or such designees in the amounts set forth on Schedule I attached hereto. The form of the Warrant and of the Form form of Election election to Purchase purchase Shares to be attached thereto shall be substantially as set forth on Exhibit A attached hereto. The Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future President or any Vice President of the Company, under its corporate seal, affixed or in facsimile, and attested by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Underwriter Representative and each other Holder, severally and not jointly, represents and warrants to the Company that (i) such Holder is acquiring the Warrants, and any Shares acquired upon exercise of any Warrants, for such Holder's own account and not with a view to, or for sale in connection with, any distribution of the Warrants or any shares of Common Stock, unless such distribution is registered or exempt from registration under the Securities Act of 1933, as amended (the "Act"), and any applicable state and foreign securities or blue sky laws and (ii) such Holder is aware that the Warrants and the Shares have not been registered under the Act or the securities or blue sky laws of any state or other jurisdiction, and that the Warrants may not be exercised and the Warrants and the Shares may not be resold (and the Holder covenants not to resell them) unless they are registered under applicable federal Federal and state securities laws or unless exemptions from all such applicable registration requirements are available, and that the Warrants and the Shares will be legended to indicate the foregoing restrictions.

Appears in 1 contract

Samples: Warrant Agreement (C2i Solutions Inc)

ISSUANCE OF WARRANTS; FORM OF WARRANT. On the Closing Date the Company will issue, sell and deliver the Warrants to the Underwriter Agent or its bona fide officers and employees for an aggregate price of $100. The Warrants shall be issued to the Underwriter Agent or such designees in the amounts set forth on Schedule I attached hereto. The form of the Warrant and the Form of Election to Purchase attached thereto shall be substantially as set forth on Exhibit A attached hereto. The Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future President or any Vice President of the Company, under its corporate seal, affixed or in facsimile, and attested by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Underwriter Agent and each other Holder, severally and not jointly, represents and warrants to the Company that (i) such Holder is acquiring the Warrants, and any Shares acquired upon exercise of any Warrants, for such Holder's own account and not with a view to, or for sale in connection with, any distribution of the Warrants or any shares of Common Stock, unless such distribution is registered or exempt from registration under the Securities Act of 1933, as amended (the "Act"), and any applicable state and foreign securities or blue sky laws and (ii) such Holder is aware that the Warrants and the Shares have not been registered under the Act or the securities or blue sky laws of any state or other jurisdiction, and that the Warrants may not be exercised and the Warrants and the Shares may not be resold (and the Holder covenants not to resell them) unless they are registered under applicable federal and state securities laws or unless exemptions from all such applicable registration requirements are available, and that the Warrants and the Shares will be legended to indicate the foregoing restrictions.

Appears in 1 contract

Samples: Warrant Agreement (Women First Healthcare Inc)

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ISSUANCE OF WARRANTS; FORM OF WARRANT. On the Closing Date Date, the Company will issue, sell and deliver the Warrants to the Underwriter Placement Agent or its bona fide officers for an aggregate price of $100. The Warrants shall be issued to the Underwriter Placement Agent or such designees in the amounts set forth on Schedule I attached hereto. The form of the Warrant and of the Form form of Election election to Purchase purchase Shares to be attached thereto shall be substantially as set forth on Exhibit A attached hereto. The Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future President or any Vice President of the Company, under its corporate seal, affixed or in facsimile, and attested by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Underwriter Placement Agent and each other Holder, severally and not jointly, represents and warrants to the Company that (i) such Holder is acquiring the Warrants, and any Shares acquired upon exercise of any Warrants, for such Holder's own account and not with a view to, or for sale in connection with, any distribution of the Warrants or any shares of Common StockShares, unless such distribution is registered or exempt from registration under the Securities Act of 1933, as amended (the "Act"), and any applicable state and foreign securities or blue sky laws and (ii) such Holder is aware that the Warrants and the Shares have not been registered under the Act or the securities or blue sky laws of any state or other jurisdiction, and that the Warrants may not be exercised and the Warrants and the Shares may not be resold (and the Holder covenants not to resell them) unless they are registered under applicable federal Federal and state securities laws or unless exemptions from all such applicable registration requirements are available, and that the Warrants and the Shares will be legended to indicate the foregoing restrictions.

Appears in 1 contract

Samples: Warrant Agreement (Somanetics Corp)

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