Lead Underwriter’s Warrants Sample Clauses

Lead Underwriter’s Warrants. On the Closing Date, the Company agrees to issue share purchase warrants (the “Lead Underwriter’s Warrants”) to the Lead Underwriter (or its duly registered designated affiliates) to purchase a number of Common Shares equal to five percent (5.0%) of the total number of Units being sold on such Closing Date, in the form of Exhibit “E” hereto. The Lead Underwriter’s Warrants will expire three years after the Closing Date. The Lead Underwriter’s Warrants will be exercisable at a price equal to 125.0% of the Offering Price. The Lead Underwriter’s Warrants shall not be redeemable. The Company will register the Common Shares underlying the Lead Underwriter’s Warrants under the Securities Act and will file all necessary undertakings in connection therewith. The Lead Underwriter’s Warrants may not be sold, transferred, assigned or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities for a period of 180 days beginning on the date of commencement of sales of the offering, except that they may be assigned, in whole or in part, to any duly registered officer, partner or affiliate of the Lead Underwriter, and to members of the selling group. The Lead Underwriter’s Warrants may be exercised as to all or a lesser number of Common Shares, will provide for “cashless” exercise and will contain provisions for one demand registration of the sale of the underlying Common Shares at the Company’s expense, an additional demand registration at the warrant holders’ expense, and unlimited “piggyback” registration rights for a period of three years after the commencement of sales of the offering at the Company’s expense. The Lead Underwriter’s Warrants shall further provide for adjustment in the number and price of such Lead Underwriter’s Warrants (and the Common Shares underlying such Lead Underwriter’s Warrants) to prevent dilution subject to compliance with FINRA Rule 5110(g)(8).
Sample 1Sample 2
AutoNDA by SimpleDocs
Lead Underwriter’s Warrants. At each closing of the Offering, the Company shall issue to Newbridge, or its designee warrants to purchase that number of shares of common stock or units of securities as shall equal seven percent (7.0%) of the Securities issued and sold by the Company at such closing. The warrants shall be exercisable at a strike price equal to the public offering price of the securities sold in the Offering. Any and all warrants to be issued to Newbridge will be due and issuable upon the closing of the Offering and shall be issued to Newbridge at the same time as and in conjunction with the closing of the Offering (unless otherwise agreed to in writing). The warrants shall be exercisable from the date of issuance, provided however that the warrants and any securities issuable thereunder shall be subject to the lock-up requirements of FINRA Rule 5110(g); the warrants shall have a term of three (3) years from the effective date of the registration statement filed for the Offering. The warrants shall contain cash exercise provisions and shall be non-callable and non-cancelable with immediate piggy-back registration rights, so that they are registered in the S-1 being filed by the Company for its Offering. The warrants shall also have customary provisions for stock dividends, splits, mergers, and any future stock issuances, etc., at a price(s) differing from said exercise price per share. The warrants will contain such other terms and conditions no less favorable to Newbridge than the term and conditions of any warrants issued to the participants in the Transaction. At Newbridge’s option and upon Newbridge’s written instructions to the Company, the Company shall issue all or a portion of the Lead Underwriter’s Warrants due to Newbridge under this Agreement directly to specified Newbridge affiliates, employees or any other third-party assignee. Investment Advisory Services offered through Newbridge Financial Services Group, Inc. an SEC Registered Investment Advisor 1000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxxx, XX 00000 | Telephone: 500.000.0000 Fax: 500.000.0000 wxx.xxxxxxxxxxxxxxxxxxx.xxx
Sample 1

Related to Lead Underwriter’s Warrants

  • Underwriter’s Warrant As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of this offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to three percent (3.0%) of the aggregate number of Ordinary Shares sold in this offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Firm Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the Public Offering Price per Ordinary Share at the offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities” (collectively, together with the Shares, the “Securities”). The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the public offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate the Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the offering, or (B) a bona fide officer or partner of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

  • Representatives Warrants The Company hereby agrees to issue to the Representative (and/or its designees) (i) at the Closing Time a warrant (“Closing Time Representative’s Warrants”) for the purchase of an aggregate of [ ● ] shares of Common Stock and (ii) on each Date of Delivery, if any, a warrant (together with the Closing Time Representative’s Warrants, the “Representative’s Warrants”) for the purchase of an aggregate of 3.0% of the number of shares of Common Stock issued on such Date of Delivery. The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit C (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Applicable Time and expiring on the five-year anniversary of the Applicable Time at an initial exercise price per share of Common Stock of $[ ● ], which is equal to 125% of the initial public offering price of the Initial Securities. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred and eighty (180) days after the Applicable Time and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred and eighty (180) days following the Applicable Time to anyone other than (i) an Underwriter or a selected dealer in connection with the offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Representative’s Warrant Agreement shall be made at the Closing Time, and shall be issued in the name or names and in such authorized denominations as the Representative may request.

  • Issuance and Registration of Warrants The Issuer hereby agrees to issue and deliver to Creditanstalt or, at the option of Creditanstalt, an Affiliate thereof, new Warrant Certificates evidencing the outstanding Series D Warrants and Series E Warrants as hereby amended. Upon receipt of such new Warrant Certificates, Creditanstalt shall deliver to the Issuer for cancellation the old Warrant Certificates for Series D Warrants. On the date hereof, the Issuer shall register the new Warrant Certificates in the Warrant Register in the name of Creditanstalt or an Affiliate thereof as the case may be.

  • Offering by Underwriters It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus.

  • Private Placement Warrants The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

Time is Money Join Law Insider Premium to draft better contracts faster.