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, an aggregate of t units (each, a “Firm Unit”), with each Firm Unit consisting of either: (A) one common share, with no par value per share, (each, a “Common Share”) and one warrant (each, a “Warrant”) to purchase one Common Share at an exercise price of $t (representing 125% of the per Class A Firm Unit (as defined below) offering price (the “Public Offering Price”) set forth on the cover page of the Prospectus (as defined in subsection 2.1.1 hereof)) for a period of five (5) years, subject to adjustment as provided in the Warrant (each, a “Class A Firm Unit”); or (B) one pre-funded warrant (each, a “Pre-Funded Warrant”) to purchase one Common Share at an exercise price of $0.01 until such time as the Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the Pre-Funded Warrant and one Warrant (each, a “Class B Firm Unit”). The Common Shares referred to in this Section 1.1.1(i) are hereinafter referred to as the “Firm Shares”, the Warrants referred to in this Section 1.1.1(i) are hereinafter referred to as the “Firm Warrants” and the Pre-Funded Warrants referred to in this Section 1.1.1(i) are hereinafter referred to as the “Firm Pre-

Appears in 4 contracts

Samples: Underwriting Agreement (BriaCell Therapeutics Corp.), Underwriting Agreement (BriaCell Therapeutics Corp.), Underwriting Agreement (BriaCell Therapeutics Corp.)

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Nature and Purchase of Firm Units. (iA) 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 UnderwritersUnderwriter, an aggregate of t _______________ units (each, a “Firm Unit”), with each Firm Unit consisting of either: (A) one common ordinary share, with no par value per share, (each, a an Common Ordinary Share”) and one warrant three warrants (each, a “Warrant”) to purchase one Common Ordinary Share at an exercise price of $t (representing 125% of the _______ per Class A Firm Unit (as defined below) offering price (the “Public Offering Price”) set forth on the cover page of the Prospectus (as defined in subsection 2.1.1 hereof)) share for a period of five (5) years, subject to adjustment as provided in the Warrant (each, a “Class A Firm Unit”); or (B) one pre-funded warrant (each, a “Pre-Funded Warrant”) to purchase one Common Ordinary Share at an exercise price of $0.01 0.001 until such time as the Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the Pre-Funded Warrant Warrant, and one Warrant three Warrants (each, a “Class B Firm Pre-funded Unit”). The Common Ordinary Shares referred to in this Section 1.1.1(i1(a)(i)(A) are hereinafter referred to as the “Firm Shares”, the Warrants referred to in this Section 1.1.1(i1(a)(i)(A) are hereinafter referred to as the “Firm Warrants” and the Pre-Funded Warrants referred to in this Section 1.1.1(i1(a)(i)(A) are hereinafter referred to as the “Firm Pre-

Appears in 2 contracts

Samples: Underwriting Agreement (Polyrizon Ltd.), Underwriting Agreement (Polyrizon Ltd.)

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, an aggregate of t [●] units (“Firm Units”), each consisting of one (1) share (each, a “Firm UnitShare” and collectively, the “Firm Shares)) of the Company’s common stock, with each Firm Unit consisting of either: (A) one common share, with no par value $0.0001 per share, share (each, a the “Common ShareStock”) and one (1) warrant to purchase one share of Common Stock each at an initial exercise price of $____ per share (____% of the public offering price per Firm Share in the Offering) (each, a “Warrant” and collectively, the “Warrants”), subject to adjustment or an aggregate of __________ Warrants to purchase an aggregate of __________ shares of Common Stock (the “Firm Warrants”) . Each Firm Warrant will be exercisable for a period of five (5) years. The Firm Shares and the Firm Warrants will be separated immediately upon issuance. (ii) The Underwriters, severally and not jointly, agree to purchase one Common Share 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 an exercise a purchase price of $t [●] per Firm Unit (representing 12593% of the per Class A Firm Unit offering price) and the purchase price of the Firm Unit shall be allocated as follows: (as defined belowi) $____ per Firm Share and (ii) $0.001 per Firm Warrant. The Firm Units are to be offered initially to the public at the offering price (the “Public Offering Price”) set forth on the cover page of the Prospectus (as defined in subsection 2.1.1 hereofhereinafter defined)) for a period of five (5) years, subject to adjustment as provided in the Warrant (each, a “Class A Firm Unit”); or (B) one pre-funded warrant (each, a “Pre-Funded Warrant”) to purchase one Common Share at an exercise price of $0.01 until such time as the Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the Pre-Funded Warrant and one Warrant (each, a “Class B Firm Unit”). The Common Shares referred to in this Section 1.1.1(i) are hereinafter referred to as the “Firm Shares”, the Warrants referred to in this Section 1.1.1(i) are hereinafter referred to as the “Firm Warrants” and the Pre-Funded Warrants referred to in this Section 1.1.1(i) are hereinafter referred to as the “Firm Pre-.

Appears in 2 contracts

Samples: Underwriting Agreement (SIMPLICITY ESPORTS & GAMING Co), Underwriting Agreement (SIMPLICITY ESPORTS & GAMING Co)

Nature and Purchase of Firm Units. (iA) 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 t ______ units (each, a “Firm Unit”), with each Firm Unit consisting of either: (A) one common ordinary share, with no par value per share, (each, a an Common Ordinary Share”) ), and one warrant (each, a “Warrant”) to purchase one Common Ordinary Share at an exercise price of $t ______ (representing 125100% of the per Class A Firm Unit (as defined below) offering price (the “Public Offering Price”) set forth on the cover page of the Prospectus (as defined in subsection 2.1.1 2.(a)(i)(B) hereof)) for a period of five (5) years, subject to adjustment as provided in the Warrant (each, a “Class A Firm Unit”); or (B) one pre-funded warrant (each, a “Pre-Funded funded Warrant”) to purchase one Common Ordinary Share at an exercise price of $0.01 until such time as the Pre-Funded funded Warrant is exercised in full, subject to adjustment as provided in the Pre-Funded funded Warrant and one Warrant (each, a “Class B Pre-funded Firm Unit”). The Common Ordinary Shares referred to in this Section 1.1.1(i1(a)(i)(A) are hereinafter referred to as the “Firm Shares”, the Warrants referred to in this Section 1.1.1(i1(a)(i)(A) are hereinafter referred to as the “Firm Warrants” and the Pre-Funded funded Warrants referred to in this Section 1.1.1(i1(a)(i)(A) are hereinafter referred to as the “Firm Pre-Pre-funded Warrants.” No Units will be certificated, and the Firm Shares and the Firm Warrants comprising the Units will be separated immediately upon issuance. No Pre-funded Firm Units or Firm Pre-funded Warrants will be certificated, and the Firm Pre-funded Warrants and the Firm Warrants comprising the Pre-funded Firm Units will be separated immediately upon issuance (B) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units, as set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $_____per Firm Unit (representing 92% of the Public Offering Price), which purchase price will be allocated as $_____per Firm Share and $0.001 per Firm Warrant, and at a purchase price of $_____per Pre-funded Firm Unit (representing 92% of the Public Offering Price minus $0.01), which purchase price will be allocated as $_____per Pre-funded Warrant and $0.001 per Firm Warrant. The Firm Units are to be offered to the public at the Public Offering Price and the Pre-funded Firm Units are to be offered to the public at the Public Offering Price less $0.01 (being the per share exercise price of a Pre-funded Warrant).

Appears in 1 contract

Samples: Underwriting Agreement (Inspira Technologies OXY B.H.N. LTD)

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Nature and Purchase of Firm Units. (iA) 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 UnderwritersUnderwriter, an aggregate of t 958,903 units (each, a “Firm Unit”), with each Firm Unit consisting of either: (A) one common ordinary share, with no par value per share, (each, a an Common Ordinary Share”) and one warrant three warrants (each, a “Warrant”) to purchase one Common Ordinary Share at an exercise price of $t 4.38 per share for a period of five (5) years, subject to adjustment as provided in the Warrant (each, a “Unit”). The Ordinary Shares referred to in this Section 1(a)(i)(A) are hereinafter referred to as the “Firm Shares” and the Warrants referred to in this Section 1(a)(i)(A) are hereinafter referred to as the “Firm Warrants.” No Units will be certificated, and the Firm Shares and the Firm Warrants comprising the Units will be separated immediately upon issuance. (B) The Underwriter agrees to purchase from the Company the number of Firm Units as set forth opposite its name on Schedule 1 attached hereto and made a part hereof at a purchase price of $4.0296 per Unit (representing 12592% of the per Class A Firm Unit (as defined below) offering price (the “Public Offering Price”) set forth on the cover page of the Prospectus (as defined in subsection 2.1.1 2(a)(i)(B) hereof)) for a period of five (5) years, subject to adjustment as provided in the Warrant (each, a “Class A Firm Unit”); or (B) one pre-funded warrant (each, a “Pre-Funded Warrant”) to purchase one Common Share at an exercise price of $0.01 until such time as the Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the Pre-Funded Warrant and one Warrant (each, a “Class B Firm Unit”). The Common Shares referred Units are to in this Section 1.1.1(i) are hereinafter referred be offered to as the “Firm Shares”, public at the Warrants referred to in this Section 1.1.1(i) are hereinafter referred to as the “Firm Warrants” and the Pre-Funded Warrants referred to in this Section 1.1.1(i) are hereinafter referred to as the “Firm Pre-Public Offering Price.

Appears in 1 contract

Samples: Underwriting Agreement (Polyrizon Ltd.)

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, an aggregate of t [ ] units (each, a “Firm Unit”), with each Firm Unit consisting of either: (A) one common share, with no par value per share, (each, a “Common Share”) and one warrant (each, a “Warrant”) to purchase one Common Share at an exercise price of $t [ ] (representing 125% of the per Class A Firm Unit (as defined below) offering price (the “Public Offering Price”) set forth on the cover page of the Prospectus (as defined in subsection 2.1.1 hereof)) for a period of five (5) years, subject to adjustment as provided in the Warrant (each, a “Class A Firm Unit”); or (B) one pre-funded warrant (each, a “Pre-Funded Warrant”) to purchase one Common Share at an exercise price of $0.01 until such time as the Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the Pre-Funded Warrant and one Warrant (each, a “Class B Firm Unit”). The Common Shares referred to in this Section 1.1.1(i) are hereinafter referred to as the “Firm Shares”, the Warrants referred to in this Section 1.1.1(i) are hereinafter referred to as the “Firm Warrants” and the Pre-Funded Warrants referred to in this Section 1.1.1(i) are hereinafter referred to as the “Firm Pre-

Appears in 1 contract

Samples: Underwriting Agreement (BriaCell Therapeutics Corp.)

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