Common use of Nature and Purchase of Firm Shares and Firm Warrants Clause in Contracts

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 1,750,000 units (each a “Unit”, and collectively, the “Units”), each comprised on one share (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and 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 equal to 93% of the per Unit offering price set forth on the cover page of the Prospectus (as defined in Section 2(a)(i)(B) hereof) (the “Public Offering Price per Unit”). The Firm Shares and the Firm Warrants will be separated immediately upon issuance.

Appears in 1 contract

Samples: Underwriting Agreement (Heart Test Laboratories, Inc.)

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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 several Underwriters an aggregate of 1,750,000 [1,333,334] units (each a “Unit”, ,” and collectively, the “Units”), each comprised on of one share (the “Firm Shares”) of the Company’s Company common stock, par value $0.001 par value per share (the “Common StockShares), (ii) and a Series A warrant to purchase one Common Share at an exercise price of $[___9.00] per share; and (iii) a Series B warrant to purchase one Common Share at an exercise price of $[11.25] per share (the Series A warrants and Series B warrants are collectively referred to as the “Firm Warrants” and, collectively with the Firm Shares, the “Firm Securities”). (B) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof. The combined purchase price for one Unit shall be equal to 93$[8.28] (92% of the public offering price per Unit of $[9.00]) which shall be allocated as $[8.2708] per Firm Share (the “Share Purchase Price”) and $0.0092 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)(i)(B2(a)(B) hereof) (the “Public Offering Price per UnitPurchase Price”). The Firm Shares and the Firm Warrants will be separated immediately upon issuance.

Appears in 1 contract

Samples: Underwriting Agreement (ADiTx Therapeutics, Inc.)

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 1,750,000 2,750,000 units (each a “Unit”, ,” and collectively, the “Units”), each comprised on of one share (the “Firm Shares”) of the Company’s Company common stock, $0.001 par value $0.0001 per share (the “Common StockShares), and (ii) and 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 equal to $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)(i)(B2(a)(B) hereof) (the “Public Offering Price per UnitPurchase Price”). The Firm Shares Share and the Firm Warrants will be separated immediately upon issuance.

Appears in 1 contract

Samples: Underwriting Agreement (HeartBeam, Inc.)

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 1,750,000 [*] units (each a “Unit”, ,” and collectively, the “Units”), each comprised on one share of [*] shares (the “Firm Shares”) of the Company’s Company common stock, par value $0.001 par value per share (the “Common StockShares), and (ii) and a warrant to purchase one Common Share at an exercise price of $[___6.875] per share (the “Firm Warrants” and, collectively with the Firm Shares, the “Firm Securities”). (B) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof. The combined purchase price for one Unit shall be equal to 93$[5.06] (92% of the public offering price per Unit of $[5.50]) which shall be allocated as $[5.0508] per Firm Share (the “Share Purchase Price”) and $0.0092 per Firm Warrant (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)(i)(B2(a)(B) hereof) (the “Public Offering Price per UnitPurchase Price”). The Firm Shares and the Firm Warrants will be separated immediately upon issuance.

Appears in 1 contract

Samples: Underwriting Agreement (ADiTx Therapeutics, Inc.)

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 Underwriters, an aggregate of 1,750,000 units a combination of (each a “Unit”, and collectively, the “Units”), each comprised on one share a) 9,500,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 par value per share (the “Common StockShares), and (b) and a warrant Warrants to purchase one 4,750,000 Common Share at an exercise price of $[___] per share Shares (the “Firm Warrants” and, collectively with ”). The Firm Shares and the Firm Warrants will be sold as units (the “Units”, with each Unit consisting of one Firm Share and 0.5 Firm Warrants). The Units, and the Shares (as defined below) included within the Units and the Warrants (as defined below) comprising the Units, as well as the Common Shares issuable upon exercise of the Warrants (the “Warrant Shares”), are hereinafter referred to together 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 hereof at a purchase price for one of $0.506 (the “Purchase Price”) per Unit shall be equal to 93(92% of the public offering price per Unit), provided, however, that the Purchase Price shall be $0.528 per Unit (96% of the public offering price per Unit) for shares purchased by any officer or director of the Company (including any entity under their control). 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)(B2(a)(iii)(A) hereof) (the “Public Offering Price per Unit”). The Firm Shares and the Firm Warrants will be separated immediately upon issuance.

Appears in 1 contract

Samples: Underwriting Agreement (Tonix Pharmaceuticals Holding Corp.)

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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 several Underwriters an aggregate of 1,750,000 [ ] units (each a “Unit”, ,” and collectively, the “Units”), each comprised on of one share (the “Firm Shares”) of the Company’s Company common stock, par value $0.001 par value per share (the “Common StockShares), and (ii) and a warrant to purchase one Common Share at an exercise price of $[___[ ] per share (the “Firm Warrants” and, collectively with the Firm Shares, the “Firm Securities”). (B) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof. The combined purchase price for one Unit shall be equal to 93$[ ] (92% of the public offering price per Unit of $[ ]) which shall be allocated as $[ ] per Firm Share (the “Share Purchase Price”) and $0.0092 per Firm Warrant (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)(i)(B2(a)(B) hereof) (the “Public Offering Price per UnitPurchase Price”). The Firm Shares and the Firm Warrants will be separated immediately upon issuance.

Appears in 1 contract

Samples: Underwriting Agreement (Data443 Risk Mitigation, Inc.)

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 1,750,000 [●] units (each a “Unit”, ,” and collectively, the “Units”), each comprised on of one share (the “Firm Shares”) of the Company’s Company common stock, $0.001 par value $0.0001 per share (the “Common StockShares), and (ii) and 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 equal to $[●] (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)(i)(B2(a)(B) hereof) (the “Public Offering Price per UnitPurchase Price”). The Firm Shares Share and the Firm Warrants will be separated immediately upon issuance.

Appears in 1 contract

Samples: Underwriting Agreement (HeartBeam, Inc.)

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