Nature and Purchase of Firm Shares and Firm Warrants Sample Clauses

Nature and Purchase of Firm Shares and Firm Warrants. (A) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters an aggregate of [___] units (each a “Unit,” and collectively, the “Units”), each comprised of one share (individually, “Firm Share”; collectively, the “Firm Shares”) of Company common stock, par value $0.001 per share (the “Common Shares”), or in lieu of a Common Share, and (ii) a warrant to purchase one Common Share at an exercise price of $[●] per share (individually, “Firm Warrant” and, collectively, the “Firm Warrants”). To the extent that the purchase of Firm Shares would cause the beneficial ownership of a purchaser in the Offering, together with its affiliates and certain related parties, to exceed 9.99% of the Common Shares, the Company agrees to issue the Underwriters, for delivery to such purchasers, at the election of the purchasers, a number of Pre-Funded Warrants (individually “Pre-Funded Warrant”; collectively, the “Pre-Funded Warrants”), which are initially convertible on a 1-for-1 basis into Common Shares, at an exercise price of $0.001 per Common Share in lieu of the Firm Shares. The Firm Warrants, the Firm Shares and the Pre-Funded Warrants are hereafter collectively referred to as the “Firm Securities”. (B) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof. The combined purchase price for one Unit shall be $[●] (92% of the public offering price per Unit of $[●]) which shall be allocated as $[●] per Firm Share (or Pre-Funded Warrant) and $[0.0092] per Firm Warrant; provided, that with respect to directed offers from investors introduced to the Offering by the Company, the combined purchase price for one Unit shall be $[●] (96% of the public offering price per Unit of $[●]) which shall be allocated as $[●] per Firm Share (or Pre-Funded Warrant) and $[0.0096] per Firm Warrant. The Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2(a)(B) hereof) (the “Purchase Price”). The Firm Shares (or Pre-Funded Warrants) and the Firm Warrants will be separated immediately upon issuance.
Sample 1Sample 2See All (8)
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Nature and Purchase of Firm Shares and Firm Warrants. (A) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters an aggregate of 2,750,000 units (each a “Unit,” and collectively, the “Units”), each comprised of one share (the “Firm Shares”) of Company common stock, par value $0.0001 per share (the “Common Shares”), and (ii) a warrant to purchase one Common Share at an exercise price of $6.00 per share (the “Firm Warrants” and, collectively with the Firm Shares, the “Firm Securities”). (B) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof. The combined purchase price for one Unit shall be $5.58 (93% of the public offering price per Unit of $6.00) which shall be allocated as $5.5707 per Firm Share (the “Share Purchase Price”) and $0.0093 per Firm Warrants (the “Warrant Purchase Price”). The Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2(a)(B) hereof) (the “Purchase Price”). The Firm Share and the Firm Warrants will be separated immediately upon issuance.
Sample 1See All (5)
Nature and Purchase of Firm Shares and Firm Warrants. (A) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of a combination of (a) [•] shares (“Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (b) Warrants to purchase [•] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants will be sold as units (the “Units”, with each Unit consisting of one Firm Share and one Firm Warrant. (B) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[•] (the “Purchase Price”) per Unit (92% of the public offering price per Unit). The Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2(a)(i)(B) hereof).
Sample 1Sample 2See All (4)
Nature and Purchase of Firm Shares and Firm Warrants. (A) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters an aggregate of [●] units (each a “Unit,” and collectively, the “Units”), each comprised of one share (the “Firm Shares”) of Company common stock, par value $0.0001 per share (the “Common Shares”), and (ii) a warrant to purchase one Common Share at an exercise price of $[●] per share (the “Firm Warrants” and, collectively with the Firm Shares, the “Firm Securities”). (B) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof. The combined purchase price for one Unit shall be $[●] (93% of the public offering price per Unit of $[●]) which shall be allocated as $[●] per Firm Share (the “Share Purchase Price”) and $0.0093 per Firm Warrants (the “Warrant Purchase Price”). The Units are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2(a)(B) hereof) (the “Purchase Price”). The Firm Share and the Firm Warrants will be separated immediately upon issuance.
Sample 1
Nature and Purchase of Firm Shares and Firm Warrants. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters an aggregate of [●] units (each a “Unit,” and collectively, the “Units”), each comprised of one share (the “Firm Shares”) of Company common stock, par value $0.001 per share (the “Common Stock”), and (ii) a warrant to purchase one share of Common Stock at an exercise price of $[●] per share (the “Firm Warrants” and, collectively with the Firm Shares, the “Firm Securities”). (ii) The Units are to be offered together to the public at the offering price per one Unit as set forth on Schedule 2-A hereto (the “Purchase Price”). The Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the purchase price for one Unit of $[●] (or 93% of the Purchase Price). (iii) The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The Firm Shares and Firm Warrants that comprise the Units are immediately separable and will be issued separately in the Offering.
Sample 1

Related to Nature and Purchase of Firm Shares and Firm Warrants

  • Nature and Purchase of Firm Shares (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [●] shares (“Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[●] per share (93% of the per Firm Share offering price). The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

  • Nature and Purchase of Firm Securities (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter, an aggregate of [●] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”), par value $0.0001 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Units set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●] (or 92.0% of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded Warrant.

  • Purchase of Firm Shares Based on the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters an aggregate of [●] the Firm Shares at a purchase price (net of discounts) of $[●] per Share. The Underwriters agree to purchase from the Company the Firm Shares in such amounts as set forth opposite their respective names on Schedule A attached hereto and made a part hereof.

  • Purchase of Firm Units On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 10,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.45

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendors shall sell and the Purchaser shall purchase the Sale Shares with effect from Completion free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof on or after the date of Completion. 2.2 The Purchaser shall not be obliged to purchase any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.

  • Acknowledgment Regarding Purchasers’ Purchase of Shares The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

  • The Firm Shares Upon the terms herein set forth, the Company agrees to issue and sell to the several Underwriters an aggregate of 4,800,000 Firm Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A. The purchase price per Firm Share to be paid by the several Underwriters to the Company shall be $5.875 per share.

  • Acknowledgment Regarding Investor’s Purchase of Shares The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

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