Nature and Purchase of Firm Shares and Representative’s 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 issue and sell to the several Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[_____] per Common Share.1 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). (ii) The Company further agrees, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth to register, issue and sell to the Representatives on the Closing Date and each Option Closing Date (as defined below) the warrants as set forth in Exhibit A, attached hereto and made a part hereof (the “Representative’s Warrants”). The Representative’s Warrants shall consist of warrants to purchase an aggregate number of Common Shares equal to 5% of the aggregate number of Common Shares sold on the Closing Date or the applicable Option Closing Date, as applicable. The said Representative’s Warrants will be non-redeemable and exercisable at any time and from time to time, in whole or in part, during the four-and-a-half-year period commencing six months after the date of the commencement of sales of the Public Securities, will be exercisable at a per share price equal to 125% of the per Common Share offering price and will be in form and substance satisfactory to the Representatives. The Representative's Warrants will provide for registration rights (including a one-time demand registration right and unlimited piggyback rights) and customary anti-dilution provisions (for stock dividends and splits and recapitalizations) and anti-dilution protection (adjustment in the number and price of such warrants and the shares underlying such warrants) resulting from corporate events (which would include dividends, reorganizations, mergers, etc.).
Appears in 1 contract
Nature and Purchase of Firm Shares and Representative’s 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 issue and sell to the several Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company the Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[_____] 3.948 per Common Share.1 Share. 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).
(ii) The Company further agrees, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth to register, issue and sell to the Representatives on the Closing Date and each Option Closing Date (as defined below) the warrants as set forth in Exhibit A, attached hereto and made a part hereof (the “Representative’s Warrants”). The Representative’s Warrants shall consist of warrants to purchase an aggregate number of Common Shares equal to 5% of the aggregate number of Common Shares sold on the Closing Date or the applicable Option Closing Date, as applicable. The said Representative’s Warrants will be non-redeemable and exercisable at any time and from time to time, in whole or in part, during the four-and-a-half-year period commencing six months after the date of the commencement of sales of the Public Securities, will be exercisable at a per share price equal to 125% of the per Common Share offering price and will be in form and substance satisfactory to the Representatives. The Representative's ’s Warrants will provide for registration rights (including a one-time demand registration right and unlimited piggyback rights) and customary anti-dilution provisions (for stock dividends and splits and recapitalizations) and anti-dilution protection (adjustment in the number and price of such warrants and the shares underlying such warrants) resulting from corporate events (which would include dividends, reorganizations, mergers, etc.).
Appears in 1 contract
Nature and Purchase of Firm Shares and Representative’s 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 issue and sell to the several Underwriters, severally and not jointly, jointly and the Underwriters, severally and not jointly, agree to purchase from the Company the Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[_____US$[ ] per Common Firm Share.1 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).
(ii) The Company further agrees, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth to register, issue and sell to the Representatives Representative on the Closing Date and each Option Closing Date (as defined below) the warrants as set forth in Exhibit A, attached hereto and made a part hereof (the “"Representative’s 's Warrants”"). The Representative’s 's Warrants shall consist of warrants to purchase an aggregate the number of Common Shares equal to 55.0% of the aggregate number of Common Firm Shares sold on the Closing Date or the applicable Option Closing Date, as applicable. The said Representative’s 's Warrants will be non-redeemable and exercisable at any time and from time to time, in whole or in part, during the four-and-a-half-year period commencing six (6) months days after the date of the commencement of sales of the Public SecuritiesEffective Date (as defined below), will be exercisable at a per share price equal to 125110% of the per Common Share public offering price of the price per Share. The Representative's Warrants and will be in form and substance satisfactory the Common Shares issuable upon exercise of the Representative's Warrants are hereinafter referred to together as the Representatives. "Representative's Securities." The Representative's Warrants will provide for registration rights (including a one-time demand registration right and unlimited piggyback rights) and customary anti-dilution provisions (for stock dividends and splits and recapitalizations) and anti-dilution protection (adjustment in the number and price of such warrants and the shares underlying such warrants) resulting from corporate events (which would include dividends, reorganizations, mergers, etc.). The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative's Warrants and the underlying Common Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative's Warrant, 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 eighty (180) days following the Effective Date 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.
Appears in 1 contract
Samples: Underwriting Agreement (Aduro Clean Technologies Inc.)
Nature and Purchase of Firm Shares and Representative’s 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 issue and sell to the several Underwriters, severally and not jointly, jointly and the Underwriters, severally and not jointly, agree to purchase from the Company the Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[_____] US$3.9525 per Common Share.1 Firm Share. 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).
(ii) The Company further agrees, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth to register, issue and sell to the Representatives Representative on the Closing Date and each Option Closing Date (as defined below) the warrants as set forth in Exhibit A, attached hereto and made a part hereof (the “"Representative’s 's Warrants”"). The Representative’s 's Warrants shall consist of warrants to purchase an aggregate the number of Common Shares equal to 55.0% of the aggregate number of Common Firm Shares sold on the Closing Date or the applicable Option Closing Date, as applicable. The said Representative’s 's Warrants will be non-redeemable and exercisable at any time and from time to time, in whole or in part, during the four-and-a-half-year period commencing six (6) months after the date of the commencement of sales of the Public SecuritiesEffective Date (as defined below), will be exercisable at a per share price equal to 125110% of the per Common Share public offering price of the price per Share. The Representative's Warrants and will be in form and substance satisfactory the Common Shares issuable upon exercise of the Representative's Warrants are hereinafter referred to together as the Representatives. "Representative's Securities." The Representative's Warrants will provide for registration rights (including a one-time demand registration right and unlimited piggyback rights) and customary anti-dilution provisions (for stock dividends and splits and recapitalizations) and anti-dilution protection (adjustment in the number and price of such warrants and the shares underlying such warrants) resulting from corporate events (which would include dividends, reorganizations, mergers, etc.). The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative's Warrants and the underlying Common Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative's Warrant, 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 eighty (180) days following the Effective Date 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.
Appears in 1 contract
Samples: Underwriting Agreement (Aduro Clean Technologies Inc.)
