Common use of Nature and Purchase of Firm Units Clause in Contracts

Nature and Purchase of Firm Units. (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 named in Schedule 1 hereto, an aggregate of [ ] authorized but unissued shares (the “Firm Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), together with warrants to purchase an aggregate of [ ] shares of Common Stock each at an exercise price of $[ ] (125% of the public offering price per Firm Unit in the Offering, as defined hereafter), in the form filed as an exhibit to the Registration Statement (as defined in Section 2.1.1 below) (the “Firm Warrants,” and collectively with the Firm Shares, the “Firm Units”). Each Firm Share and Firm Warrant will be immediately separable and will be issued separately, but will be sold together as a unit in the Offering. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof, at a purchase price of $[ ] per Firm Unit (92% of the public offering price for each Firm Unit). The Firm 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 2.1.1 hereof).

Appears in 4 contracts

Samples: Underwriting Agreement (Elephant Oil Corp.), Underwriting Agreement (Elephant Oil Corp.), Underwriting Agreement (Elephant Oil Corp.)

AutoNDA by SimpleDocs

Nature and Purchase of Firm Units. (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 named in Schedule 1 heretoUnderwriters, an aggregate of [ [●] authorized but unissued shares (the “Firm Shares”) of common stock of the Company, par value $0.0001 0.001 per share (the “Common Stock”), together with warrants to purchase an aggregate of [ [●] shares of Common Stock each at an exercise price of $[ [●] (125% of the public offering price per Firm Unit in the Offering, as defined hereafter), in the form filed as an exhibit to the Registration Statement (as defined in Section 2.1.1 below) (the “Firm Warrants,” and collectively with the Firm Shares, the “Firm Units”). Each Firm Share and Firm Warrant will be immediately separable and will be issued separately, but will be sold together as a unit in the Offering. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof, at a purchase price of $[ [●] per Firm Unit (9293% of the public offering price for each Firm Unit). The Firm 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 2.1.1 hereof).

Appears in 2 contracts

Samples: Underwriting Agreement (Wytec International Inc), Underwriting Agreement (Atlas Lithium Corp)

Nature and Purchase of Firm Units. (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 named in Schedule 1 heretoUnderwriters, an aggregate of [ [●] authorized but unissued shares (the “Firm Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), together with warrants to purchase an aggregate of [ [●] shares of Common Stock each at an exercise price of $[ [●] (125% of the public offering price per Firm Unit in the Offering, as defined hereafter), in the form filed as an exhibit to the Registration Statement (as defined in Section 2.1.1 below) (the “Firm Warrants,” and collectively with the Firm Shares, the “Firm Units”). Each Firm Share and Firm Warrant will be immediately separable and will be issued separately, but will be sold together as a unit in the Offering. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof, at a purchase price of $[ [●] per Firm Unit (92% of the public offering price for each Firm Unit). The Firm 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 2.1.1 hereof).

Appears in 2 contracts

Samples: Underwriting Agreement (Opti-Harvest, Inc.), Underwriting Agreement (Opti-Harvest, Inc.)

Nature and Purchase of Firm Units. (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 named in Schedule 1 heretoUnderwriters, an aggregate of [ [__] authorized but unissued shares (the “Firm Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), together with warrants to purchase an aggregate of [ [●] shares of Common Stock each at an exercise price of $[ [●] (125% of the public offering price per Firm Unit in the Offering, as defined hereafter), in the form filed as an exhibit to the Registration Statement (as defined in Section 2.1.1 below) (the “Firm Warrants,” and collectively with the Firm Shares, the “Firm Units”). Each Firm Share and Firm Warrant will be immediately separable and will be issued separately, but will be sold together as a unit in the Offering. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof, at a purchase price of $[ [__] per Firm Unit (92% of the public offering price for each Firm Unit). The Firm 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 2.1.1 hereof).

Appears in 2 contracts

Samples: Underwriting Agreement (Stran & Company, Inc.), Underwriting Agreement (Stran & Company, Inc.)

Nature and Purchase of Firm Units. (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 named in Schedule 1 heretoUnderwriters, an aggregate of [ [●] authorized but unissued shares (the “Firm Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), together with warrants to purchase an aggregate of [ [●] shares of Common Stock each at an exercise price of $[ [●] (125% of the public offering price per Firm Unit in the Offering, as defined hereafter), in the form filed as an exhibit to the Registration Statement (as defined in Section 2.1.1 below) (the “Firm Warrants,” and collectively with the Firm Shares, the “Firm Units”). Each Firm Share and Firm Warrant will be immediately separable and will be issued separately, but will be sold together as a unit in the Offering. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof, at a purchase price of $[ [●] per Firm Unit (92% of the public offering price for each Firm Unit), which purchase price will be allocated as $[●] per Firm Share and $[0.001] per Firm Warrant. The Firm 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 2.1.1 hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Reborn Coffee, Inc.)

Nature and Purchase of Firm Units. (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 named in Schedule 1 heretoUnderwriters, an aggregate of [ ] units, each unit consisting of two (2) shares of authorized but unissued shares (the “Firm Shares”) of common stock of the Companystock, $0.0001 par value $0.0001 per share (the “Common Stock” or the “Shares”), together with warrants to purchase an aggregate of or [ ] shares of Common Stock each at an exercise price in the aggregate, and one (1) warrant to purchase one (1) share of $Common Stock, or [ ] (125% warrants to purchase [ ] shares of the public offering price per Firm Unit Common Stock in the Offering, as defined hereafter), in the form filed as an exhibit to the Registration Statement (as defined in Section 2.1.1 below) aggregate (the “Warrants”), of the Company (each, a “Firm Warrants,Unit” and collectively with the Firm Sharescollectively, the “Firm Units”). Each Firm Share and Firm Warrant The securities comprising the units will not be immediately separable issued separately and will not be issued separately, but will be sold together separately transferable until the earlier of (i) the exercise in full of the underwriters’ overallotment option in the Offering (as a unit defined below) or (ii) 45 days from the date of the Prospectus filed under the Securities Act (as defined below) in connection with the Offering. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof, hereof at a purchase price of $[ ] per Firm Unit (9293% of the public per Firm Unit offering price for each Firm Unitprice). The Firm 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 2.1.1 hereof).

Appears in 1 contract

Samples: Underwriting Agreement (TrovaGene Inc.)

Nature and Purchase of Firm Units. (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 named in Schedule 1 heretoUnderwriters, an aggregate of [ [●] authorized but unissued shares (the “Firm Shares”) of common stock of the Company, par value $0.0001 0.001 per share (the “Common Stock”), together with warrants to purchase an aggregate of [ [●] shares of Common Stock each at an exercise price of $[ [●] (125100% of the public offering price per Firm Unit in the Offering, as defined hereafter), in the form filed as an exhibit to the Registration Statement (as defined in Section 2.1.1 below) (the “Firm Warrants,” and collectively with the Firm Shares, the “Firm Units”). Each Firm Share and the Firm Warrant Warrants will be immediately separable and will be issued separately, but will be sold together as a unit in the Offering. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof, at a purchase price of $[ [●] per Firm Unit (9293% of the public offering price for each Firm Unit). The Firm 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 2.1.1 hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Wytec International Inc)

Nature and Purchase of Firm Units. (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 named in Schedule 1 heretoUnderwriters, an aggregate of [ ] 4,337,349 authorized but unissued shares (the “Firm Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), together with warrants to purchase an aggregate of [ ] 4,337,349 shares of Common Stock each at an exercise price of $[ ] 5.1875 (125% of the public offering price per Firm Unit in the Offering, as defined hereafter), in the form filed as an exhibit to the Registration Statement (as defined in Section 2.1.1 below) (the “Firm Warrants,” and collectively with the Firm Shares, the “Firm Units”). Each Firm Share and Firm Warrant will be immediately separable and will be issued separately, but will be sold together as a unit in the Offering. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof, at a purchase price of $[ ] 3.82 per Firm Unit (92% of the public offering price for each Firm Unit). The Firm 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 2.1.1 hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Stran & Company, Inc.)

AutoNDA by SimpleDocs

Nature and Purchase of Firm Units. (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 named in Schedule 1 heretoUnderwriters, an aggregate of [ ] authorized but unissued shares units (the “Firm SharesUnits”) with each Firm Unit consisting of (i) one share (“Firm Share”) of common stock of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), together with warrants and (ii) one warrant to purchase an aggregate of [ ] shares one share of Common Stock each at an exercise price of $[ ] (125% of the public offering price per Firm Unit in the Offering, Offering (as defined hereafterhereinafter defined)), in the form filed as an exhibit to the Registration Statement (as defined in Section 2.1.1 belowhereinafter defined) (the “Firm Warrants,” and collectively with the Firm Shares, the “Firm Units”). Each Firm Share and Firm Warrant will be immediately separable and will be issued separately, but will be sold together as a unit in the Offering. (ii) No Firm Units will be certificated, and the Firm Shares and the Firm Warrants comprising the Firm Units will be separated immediately upon issuance. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof, hereof at a purchase price of $[ ] per Firm Unit (92% of the public offering price for each Firm Unit)) which purchase price will be allocated as $[ ] per Firm Share and $[0.001] per Firm Warrant. The Firm 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 2.1.1 hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Pasithea Therapeutics Corp.)

Nature and Purchase of Firm Units. (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 named in Schedule 1 heretoUnderwriters, an aggregate of [ [●] authorized but unissued shares (the “Firm Shares”) of Class A common stock of the Company, par value $0.0001 per share (the “Common Stock”), together with warrants to purchase an aggregate of [ [●] shares of Common Stock each at an exercise price of $[ [●] (125% of the public offering price per Firm Unit in the Offering, as defined hereafter), in the form filed as an exhibit to the Registration Statement (as defined in Section 2.1.1 below) (the “Firm Warrants,” and collectively with the Firm Shares, the “Firm Units”). Each Firm Share and Firm Warrant will be immediately separable and will be issued separately, but will be sold together as a unit in the Offering. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof, at a purchase price of $[ [●] per Firm Unit (92% of the public offering price for each Firm Unit), which purchase price will be allocated as $[●] per Firm Share and $[0.001] per Firm Warrant. The Firm 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 2.1.1 hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Yoshiharu Global Co.)

Nature and Purchase of Firm Units. (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 named in Schedule 1 heretoUnderwriters, an aggregate of [ ] 2,000,000 authorized but unissued shares (the “Firm Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), together with warrants to purchase an aggregate of [ ] 2,000,000 shares of Common Stock each at an exercise price of $[ ] 4.00 (125100% of the public offering price per Firm Unit in the Offering, as defined hereafter), in the form filed as an exhibit to the Registration Statement (as defined in Section 2.1.1 below) (the “Firm Warrants,” and collectively with the Firm Shares, the “Firm Units”). Each Firm Share and Firm Warrant will be immediately separable and will be issued separately, but will be sold together as a unit in the Offering. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof, at a purchase price of $[ ] 3.68 per Firm Unit (92% of the public offering price for each Firm Unit). The Firm 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 2.1.1 hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Opti-Harvest, Inc.)

Nature and Purchase of Firm Units. (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 named in Schedule 1 heretoUnderwriters, an aggregate of [ ] 1,930,000 authorized but unissued shares (the “Firm Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), together with warrants to purchase an aggregate of [ ] 1,930,000 shares of Common Stock each at an exercise price of $[ ] 4.15 (125100% of the public offering price per Firm Unit in the Offering, as defined hereafter), in the form filed as an exhibit to the Registration Statement (as defined in Section 2.1.1 below) (the “Firm Warrants,” and collectively with the Firm Shares, the “Firm Units”). Each Firm Share and Firm Warrant will be immediately separable and will be issued separately, but will be sold together as a unit in the Offering. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof, at a purchase price of $[ ] 3.82 per Firm Unit (92% of the public offering price for each Firm Unit). The Firm 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 2.1.1 hereof).

Appears in 1 contract

Samples: Underwriting Agreement (Opti-Harvest, Inc.)

Nature and Purchase of Firm Units. (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 named in Schedule 1 heretoUnderwriters, an aggregate of [ ] authorized but unissued shares 7,400,000 units (the “Firm SharesUnits”) of common stock of the Company, each Firm Unit consisting of one common share, with no par value $0.0001 per share (the each, a “Common StockShare)) and one warrant (each, together with warrants a “Warrant”) to purchase an aggregate of [ ] shares of one Common Stock each Share at an exercise price of $[ ] 0.9375 for a period of five (125% of the public offering price per Firm Unit 5) years, subject to adjustment as provided in the Offering, as defined hereafter), Warrant in the form filed attached hereto as an exhibit to Exhibit A. The Firm Units, including the Registration Statement Common Shares, the Warrants, and the Underlying Shares (as defined in Section 2.1.1 below) (), are collectively referred to herein as the “Firm Warrants,” and collectively with the Firm Shares, the “Firm UnitsSecurities). Each Firm Share and Firm Warrant will be immediately separable and will be issued separately, but will be sold together as a unit in the Offering. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof, hereof at a purchase price of $[ ] US$0.69375 per Firm Unit (9292.5% of the public per Firm Unit offering price for each Firm Unitprice). The Firm 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 2.1.1 hereof). No Firm Units will be certificated, and the Common Shares and the Warrants comprising the Firm Units will be separated immediately upon issuance.

Appears in 1 contract

Samples: Underwriting Agreement (BriaCell Therapeutics Corp.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!